Exhibit 10.4
COMMERCIAL LEASE AGREEMENT
May 1994
THIS LEASE is made by and among Xxxxx Xxxx Exchange, L.L.C. (hereinafter called
"Landlord", and Environmental Management Insurance Services, Inc. (hereinafter
called "Tenant").
WITNESSETH:
PREMISES
1. Landlord, for and in consideration of the rents, covenants, agreements,
and stipulations hereinafter mentioned, provided for and contained herein to be
paid, kept and performed by Tenant, leases and rents unto Tenant, and Tenant
hereby leases and takes upon the terms and conditions which hereinafter appear,
the following described property (hereinafter called the "premises), to wit:
13,130 sq. ft. of office located on the second floor of 0000 Xxx Xxxxxxxx, Xxxx
Xxxxxx, Xxxxxxx and being known as Suite 200, 1845 The Exchange. No easement for
light or air is included in the Premises.
TERM
2. The Tenant shall have and hold the Premises for a term of Sixty (60)
Months, beginning on the 1st day of March, 1996, and ending on the 28th day of
February, 2001, at midnight, unless sooner terminated as hereinafter provided.
RENTAL
3. Tenant agrees to pay to Landlord at the address of Landlord as stated
in this lease, without demand, deduction or setoff, an annual rental of "See
Exhibit A"" payable in equal monthly installments of "See Exhibit "A"" in
advance on the first day of each calendar month during the term hereof. Upon
execution of this Lease, Tenant shall pay to Landlord the first full month's
rent due hereunder. Rental for any period during the term hereof which is for
less than one month shall be a prorated portion of the monthly rental due.
LATE CHARGES
4. If Landlord fails to receive all or any portion of a rent payment
within ten (10) days after it becomes due, Tenant shall pay Landlord, as
additional rental, a late charge equal to ten percent (10%) of the overdue
amount. The parties agree that such late charge represents a fair and
reasonable estimate of the costs Landlord will incur by reason of such late
payment.
SECURITY DEPOSIT
5. Tenant shall deposit with Landlord upon execution of this Lease
$30,636.66 as a security deposit which shall be held by Landlord, without
liability to Tenant for any interest thereon, as security for the full and
faithful performance by Tenant of each and every term, covenant and condition of
this Lease of Tenant. if any of the rents or other charges or sums payable by
Tenant to Landlord shall be overdue and unpaid or should Landlord make payments
on behalf of Tenant, or should Tenant fail to perform any of the terms of this
Lease, then Landlord may, at its option, appropriate and apply the security
deposit, or so much thereof as
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may be necessary to compensate Landlord toward the payment of the rents, charges
or other sums due from Tenant, or towards any loss, damage or expense sustained
by Landlord resulting from such default on the part of Tenant; and in such event
Tenant shall upon demand restore the security deposit to the original sum
deposited. In the event Tenant furnishes Landlord with proof that all utility
bills have been paid through the date of Lease termination, and performs all of
Tenant's other obligations under this Lease, the security deposit shall be
returned in full to Tenant within thirty (30) days after the date of the
expiration or sooner termination of the term of this Lease and the surrender of
the Premises by Tenant in compliance with the provisions of this Lease.
UTILITY BILLS
6. Landlord shall pay all utility bills, including, but not limited to
water, sewer, electricity, fuel, light and heat bills for the Premises, and
Landlord shall pay all charges for garbage collection or other sanitary
services.
COMMON AREA COSTS; RULES AND REGULATIONS
7. If the Premises are part of a larger building or group of buildings,
Tenant shall pay as additional rental monthly, in advance, its pro rata share of
common area maintenance costs as hereinafter more particularly set forth in the
Special Stipulations. The Rules and Regulations attached hereto are made a part
of this lease. Tenant agrees to perform and abide by those Rules and
Regulations and such other Rules and Regulations as may be made from time to
time by Landlord.
USE OF PREMISES
8. The Premises shall be used for general office purposes only and no
other. The Premises shall not be used for any illegal purposes, nor in any
manner to create any nuisance or trespass, nor in any manner to vitiate the
insurance or increase the rate of insurance on the Premises.
ABANDONMENT OF THE PREMISES
9. Tenant agrees not to abandon or vacate the Premises during the term of
this Lease and agrees to use the Premises for the purposes herein leased until
the expiration hereof.
TAX AND INSURANCE ESCALATION
10. Tenant shall pay upon demand by Landlord as additional rental during
the term of this Lease, and any extension or renewal thereof, the amount by
which all taxes (including but not limited to, ad valorem taxes, special
assessments and any other governmental charges) on the Premises for each tax
year exceed all taxes on the Premises for the tax year 1995. In the event the
Premises are less than the entire property assessed for such taxes in any such
tax year, then the tax, for any such year applicable to the Premises shall be
determined by proration on the basis that the rentable floor area of the
Premises bears to the rentable floor area of the entire property assessed. If
the final year of the Lease term fails to coincide with the tax year, then any
excess for the tax year during which the term ends shall be reduced by the pro
rata part of such tax year beyond the Lease term. If such taxes for the year in
which the Lease terminates are not ascertainable before payment of the last
month's rental, then the amount of such taxes assessed
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against the Property for the previous tax year shall be used as a basis for
determining the pro rata share, if any, to be paid by Tenant for that portion of
the last Lease year. Tenant shall further pay, upon demand, its pro rata share
of the excess cost of fire and extended coverage insurance including any and all
public liability insurance on the building over the cost for the first year of
the Lease term for each subsequent year during the term of this Lease. Tenant's
pro rata portion of increased taxes or share of excess cost of fire and extended
coverage and liability insurance, as provided herein, shall be payable within
fifteen (15) days after receipt of notice from Landlord as to the amount due.
INDEMNITY; INSURANCE
11. Tenant agrees to and hereby does indemnify and save Landlord harmless
against all claims for damages to persons or property by reason of Tenant's use
or occupancy of the Premises, and all expenses incurred by Landlord because
thereof, including attorney's fees and court costs. Supplementing the foregoing
and in addition thereto, Tenant shall during the term of this Lease and any
extension or renewal thereof, and at Tenant's expense, maintain in full force
and effect comprehensive general liability insurance with limits of $500,000.00
per person and $1,000,000.00 per incident, and property damage limits of
$100,000.00 which insurance shall contain a special endorsement recognizing and
insuring any liability accruing to Tenant under the first sentence of this
paragraph 11, and naming Landlord as additional insured. Tenant shall provide
evidence of such insurance to Landlord prior to the commencement of the term of
this Lease. Landlord and Tenant each hereby release and relieve the other and
waive its right of recovery, for loss or damage arising out of or incident to
the perils insured against which perils occur in, on or about the Premises,
whether due to the negligence of Landlord or Tenant or their Brokers, employees,
contractors and/or invitees, to the extent that such loss or damage is within
the policy limits of said comprehensive general liability insurance. Landlord
or Tenant shall, upon obtaining the policies of insurance required, give notice
to the insurance carrier or carriers that the foregoing mutual waiver of
subrogation is contained in this Lease.
REPAIRS BY LANDLORD
12. Landlord agrees to keep in good repair the roof, foundations and
exterior walls of the Premises (inclusive of all glass and exclusive of all
exterior doors) and underground utility and sewer pipes outside the exterior
walls of the building, except repairs rendered necessary by the negligence or
intentional wrongful acts of Tenant, its brokers, employees or invitees. If the
Premises are part of a larger building or group of buildings, then to the extent
that the grounds are common areas, Landlord shall maintain the grounds
surrounding the building, including paving, the mowing of grass, care of shrubs
and general landscaping. Tenant shall promptly report in writing to Landlord
any defective condition known to it which Landlord is required to repair and
failure so to report such conditions shall make Tenant responsible to Landlord
for any liability incurred by Landlord by reason of such conditions.
REPAIRS BY TENANT
13. Tenant accepts the Premises in their present condition and as suited
for the uses intended by Tenant. Tenant shall, throughout the initial term of
this Lease, and any extension or renewal thereof, at its expense, maintain in
good order and repair the Premises, including the building, and other
improvements located thereon, except those repairs expressly required to be
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made by Landlord hereunder. Tenant agrees to return the Premises to Landlord at
the expiration, or prior to termination of this Lease, in as good condition and
repair as when first received, natural wear and tar, damage by storm, fire,
lightning, earthquake or other casualty alone excepted.
ALTERATIONS
14. Tenant shall not make any alterations, additions, or improvements to
the Premises without Landlord's prior written consent. Tenant shall promptly
remove any alterations, additions, or improvements constructed in violation of
this Paragraph 14 upon Landlord's written request. All approved alterations,
additions, and improvements will be accomplished in a good and workmanlike
manner, in conformity with all applicable laws and regulations, and by a
contractor approved by Landlord, free of any licus or encumbrances. Landlord
may require Tenant to remove any alterations, additions or improvements (whether
or not made with Landlord's consent) at the termination of this Lease, except
that Tenant may remove any of Tenant's machinery or equipment which can be
removed without material damage to the Premises. Tenant shall repair, at
Tenant's expense, any damage to the Premises caused by the removal of any such
machinery or equipment.
REMOVAL OF FIXTURES
15. Tenant may (if not in default hereunder) prior to the expiration of
this Lease, or any extension or renewal thereof, remove all fixtures and
equipment which it has placed in the Premises, provided Tenant repairs all
damage to the Premises caused by such removal.
DESTRUCTION OF OR DAMAGE TO PREMISES
16. If the Premises are totally destroyed by storm, fire, lightning,
earthquake or other casualty, this Lease shall terminate as of the date of such
destruction and rental shall be accounted for as between Landlord and Tenant as
of that date. If the Premises are damaged but not wholly destroyed by any such
casualties, rental shall xxxxx in such proportion as use of the Premises has
been destroyed and Landlord shall restore the Premises to substantially the same
condition as before damage as speedily as is practicable, whereupon full rental
shall recommence.
GOVERNMENTAL ORDERS
17. Tenant agrees, at its own expense, to comply promptly with all
requirements of any legally constituted public authority made necessary by
reason of Tenant's occupancy of the Premises. Landlord agrees to comply
promptly with any such requirements if not made necessary by reason of Tenant's
occupancy. It is mutually agreed, however, between Landlord and Tenant, that if
in order to comply with such requirements, the cost to Landlord or Tenant, as
the case may be, shall exceed a sum equal to one year's rent, then Landlord or
Tenant who is obligated to comply with such requirements may terminate this
Lease by giving written notice of termination to the other party by certified
mail, which termination shall become effective sixty (60) days after receipt of
such notice and which notice shall eliminate the necessity of compliance with
such requirements by giving such notice unless the party giving such notice of
termination shall, before termination becomes effective, pay to the party giving
notice all cost of
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compliance in excess of one year's rent, or secure payment of said sum in manner
satisfactory to the party giving notice.
CONDEMNATION
18. If the whole of the Premises, or such portion thereof as will make the
Premises unusable for the purposes herein leased, are condemned b any legally
constituted authority for any public use or purposes, then in either of said
events the term hereby granted shall cease from the date when possession thereof
is taken by public authorities, and rental shall be accounted for as between
Landlord and Tenant as of said date. Such termination, however, shall be
without prejudice to the rights of either Landlord or Tenant to recover
compensation and damage caused by condemnation from the condemnor. It is
further understood and agreed that neither the Tenant nor Landlord shall have
any rights in any award made to the other by any condemnation authority
notwithstanding the termination of the Lease as herein provided. Broker may
become a party to the condemnation proceeding for the purpose of enforcing his
rights under this paragraph.
ASSIGNMENT AND SUBLETTING
19. Tenant shall not, without the prior written consent of Landlord, which
shall not be unreasonably withheld, assign this Lease or any interest hereunder,
or sublet the Premises or any part thereof, or permit the use of the Premises by
any party other than the Tenant. Consent to any assignment or sublease shall
not impair this provision and all later assignments or subleases shall be made
likewise only on the prior written consent of Landlord. The assignee of Tenant,
at the option of Landlord, shall become liable to Landlord for all obligations
of Tenant hereunder, but no sublease or assignment by Tenant shall relieve
Tenant of any liability hereunder.
EVENTS OF DEFAULT
20. The happening of any one or more the following events (hereinafter any
one of which may be referred to as an "Event of Default") during the term of
this Lease, or any renewal or extension thereof, shall constitute a breach of
this Lease on the part of the Tenant: (A) Tenant fails to pay the rental as
provided for herein; (B) Tenant abandons or vacates the Premises; (C) Tenant
fails to comply with or abide by and perform any other obligation imposed upon
Tenant under this Lease; (D) Tenant is adjudicated bankrupt; (E) a permanent
receiver is appointed for Tenant's property and such receiver is not removed
within sixty (60) days after written notice from Landlord to Tenant to obtain
such removal; (F) Tenant either voluntarily or involuntarily, takes advantage of
any debt or relief proceedings under the present or future law, whereby the rent
or any part thereof, is or is proposed to be reduced or payment thereof
deferred; (G) Tenant makes an assignment for benefit of creditors; or (H)
Tenant's effects are levied upon or attached under process against Tenant, which
is not satisfied or dissolved within thirty (30) days after written notice from
Landlord to Tenant to obtain satisfaction thereof.
REMEDIES UPON DEFAULT
21. Upon the occurrence of an Event of Default, Landlord, in addition to
any and all other rights or remedies it may have at law or in equity, shall have
the option of pursuing any one or more the following remedies:
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(A) Landlord may terminate this Lease by giving notice of termination in
which event this Lease shall expire and terminate on the date specified in such
notice of termination, with the same force and effect as though the date so
specified were the date herein originally fixed as the termination date of the
term of this Lease, and all rights of Tenant under this Lease and in and to the
Premises shall expire and terminate, and Tenant shall remain liable for all
obligations under this Lease arising up to the date of such termination and
Tenant shall surrender the Premises to Landlord on the date specified in such
notice;
(B) Landlord may terminate this Lease as provided in paragraph 21(A) hereof
and recover from Tenant all damages Landlord may incur by reason of Tenant's
default, including, without limitation, a sum which, at the date of such
termination, represents the then value of the excess, if any, of (i) the monthly
rental and additional rent for the period commencing with the day following the
date of such termination and ending with the date hereinbefore set for the
expiration of the full term hereby granted, or (ii) the aggregate reasonable
rental value of the Premises (less reasonable brokerage commissions, attorneys'
fees and other costs relating to the reletting of the Premises) for the same
period, all of which excess sum shall be deemed immediately due and payable;
(C) Landlord may, without terminating this Lease, declare immediately due
and payable all monthly rental and additional rent due and coming due under this
Lease for the entire remaining term hereof, together with all other amounts
previously due, at once; provided, however that such payment shall not be deemed
a penalty or liquidated damages but shall merely constitute payment in advance
of rent for the remainder of said term; upon making such payment, Tenant shall
be entitled to receive from Landlord all rents received by Landlord from other
assignees, tenants, and subtenants on account of the Premises during the term of
this Lease, provided that the monies to which Tenant shall so become entitled
shall in no event exceed the entire amount actually paid by Tenant to Landlord
pursuant to this clause (c) less all costs, expense and attorneys' fees of
Landlord incurred in connection with the reletting of the Premises; or
(D) Landlord may, from time to time without terminating this Lease, and
without releasing Tenant in whole or in part from Tenant's obligation to pay
monthly rental and additional rent and perform all of the covenants, conditions
and agreements to be performed by Tenant as provided in this Lease, make such
alterations and repairs as may be necessary in order to relet the Premises, and,
after making such alterations and repairs, Landlord may, but shall not be
obligated to, relet the Premises or any part thereof for such term or terms
(which may be for a term extending beyond the term of this Lease) at such rental
or rentals and upon such other terms and conditions as Landlord in its sole
discretion may deem advisable or acceptable; upon each reletting, all rentals
received by Landlord from such reletting shall be applied first, to the payment
of any indebtedness other than rent due hereunder from Tenant to Landlord,
second, to the payment of any costs and expenses of such reletting, including
brokerage fees and attorneys' fees, and of costs of such alterations and
repairs, third, to the payment of the monthly rental and additional rent due and
unpaid hereunder, and the residue, if any, shall be held by Landlord and applied
against payments of future monthly rental and additional rent as the same may
become due and payable hereunder; in no event shall Tenant be entitled to any
excess rental received by Landlord over and above charges that Tenant is
obligated to pay hereunder, including monthly rental and additional rent; if
such rentals received from such reletting during any month are less than those
to be paid during the month by Tenant hereunder, including monthly rental and
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additional rent, Tenant shall pay any such deficiency to Landlord, which
deficiency shall be calculated and paid monthly; Tenant shall also pay Landlord
as soon as ascertained and upon demand all costs and expenses incurred by
Landlord in connection with such reletting and in making any alterations and
repairs which are not covered by the rentals received from such reletting;
notwithstanding any such reletting without termination, Landlord may at any time
thereafter elect to terminate this Lease for such previous breach.
Tenant acknowledges that the Premises are to be used for commercial purposes,
and Tenant expressly waives the protections and rights set forth in Official
Code of Georgia Annotated Section 44-7-52.
EXTERIOR SIGNS
22. Tenant shall place no signs upon the outside walls or roof of the
Premises except with the written consent of the Landlord. Any and all signs
placed on the Premises by Tenant shall be maintained in compliance with
governmental rules and regulations governing such signs, and Tenant shall be
responsible to Landlord for any damage caused by installation, use or
maintenance of said signs, and all damage incident to such removal.
LANDLORD'S ENTRY OF PREMISES
23. Landlord may card the Premises "For Rent" or "For Sale" ninety (90)
days before the termination of this Lease. Landlord may enter the Premises at
reasonable hours to exhibit the Premises to prospective purchasers or tenants,
to inspect the Premises to see that Tenant is complying with all of its
obligations hereunder, and to make repairs required of Landlord under the terms
hereof or to make repairs to Landlord's adjoining property, if any.
EFFECT OF TERMINATION OF LEASE
24. No termination of the Lease prior to the normal ending thereof, by
lapse of time or otherwise, shall affect Landlord's right to collect rent for
the period prior to termination thereof.
SUBORDINATION
25. At the option of Landlord, Tenant agrees that this Lease shall remain
subject and subordinate to all present and future mortgages, deeds to secure
debt or other security instruments (the "Security Deeds") affecting the Building
or the Premises, and Tenant shall promptly execute and deliver to Landlord such
certificate or certificates in writing as Landlord may request, showing the
subordination of the Lease to such Security Deeds, and in default of Tenant so
doing, Landlord shall be and is hereby authorized and empowered to execute such
certificate in the name of and as the act and deed of Tenant, this authority
being hereby declared to be coupled with an interest and to be irrevocable.
Tenant shall upon request from Landlord at any time and from time to time
execute, acknowledge and deliver to Landlord a written statement certifying as
follows: (A) that this Lease is unmodified and in full force and effect (or if
there has been modification thereof, that the same is in full force and effect
as modified and the specific nature and extent thereof); (B) that to the bet of
its knowledge there are no uncured defaults on the part of Landlord (or if any
such default exists, the specific nature and extent thereof); (C) the date to
which any rent and other charges have been paid in advance, if any; and (D) such
other matters as Landlord may reasonably request. Tenant irrevocably appoints
Landlord as its
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attorney-in-fact, coupled with an interest, to execute and deliver, for and in
the name of Tenant, any document or instrument provided for in this paragraph.
QUIET ENJOYMENT
26. So long as Tenant observes and performs the covenants and agreements
contained herein, it shall at all times during the Lease term peacefully and
quietly have and enjoy possession of the Premises, but always subject to the
terms hereof.
NO ESTATE IN LAND
27. This Lease shall create the relationship of Landlord and Tenant
between the parties hereto. No estate shall pass out of Landlord. Tenant has
only a susfruct not subject to levy and sale, and not assignable by Tenant
except by Landlord's consent.
HOLDING OVER
28. If Tenant remains in possession of the Premises after expiration of
the term hereof, with Landlord's acquiescence and without any express agreement
of the parties, Tenant shall be a tenant at will at the rental rate which is in
effect at end of this Lease and there shall be no renewal of this Lease by
operation of law. If Tenant remains in possession of the Premises after
expiration of the term hereof without Landlord's acquiescence, Tenant shall be a
tenant at sufferance and commencing on the date following the date of such
expiration, the monthly rental payable under Paragraph 3 above shall for each
month, or fraction thereof during which Tenant so remains in possession of the
Premises, be twice the monthly rental otherwise payable under Paragraph 3 above.
ATTORNEYS' FEES
29. In the event that any action or proceeding is brought to enforce any
term, covenant or condition of this Lease on the part of Landlord or Tenant, the
prevailing party in such litigation shall be entitled to recover reasonable
attorney's fees to be fixed by the court in such action or proceeding, in an
amount at least equal to fifteen percent of any damages due from the non-
prevailing party. Furthermore, Landlord and Tenant agree to pay the attorney's
fees and expenses of (A) the other party to this Lease (either Landlord or
Tenant) if it is made a party to litigation because of its being a party to this
Lease and when it has not engaged in any wrongful conduct itself.
RIGHTS CUMULATIVE
30. All rights, powers and privileges conferred hereunder upon parties
hereto shall be cumulative and not restrictive of those given by law.
WAIVER OF RIGHTS
31. No failure of Landlord to exercise any power given Landlord hereunder
or to insist upon strict compliances by Tenant of its obligations hereunder and
no custom or practice of the parties at variance with the terms hereof shall
constitute a waiver of Landlord's right to demand exact compliance with the
terms hereof.
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ENVIRONMENTAL LAWS
32. Landlord represents to the best of its knowledge and belief, (A) the
Premises are in compliance with all applicable environmental laws, and (B) there
are not excessive levels (as defined by the Environmental Protection Agency) of
radon, toxic waste or hazardous substances on the Premises. Tenant represents
and warrants that Tenant shall comply with all applicable environmental laws and
that Tenant shall not permit any of his employees, brokers, contractors or
subcontractors, or any person present on the Premises to generate, manufacture,
store, dispose or release on, about, or under the Premises any toxic waste or
hazardous substances which would result in the Premises not complying with any
applicable environmental laws.
TIME OF ESSENCE
33. Time is of the essence of this Lease.
DEFINITIONS
34. "Landlord" as used in this Lease shall include the undersigned, its
heirs, representatives, assigns and successors in title to the Premises.
"Tenant" shall include the undersigned and its heirs, representatives, assigns
and successors, and if this Lease shall be validly assigned or sublet, shall
include also "Tenant's assignees or subtenants as to the Premises covered by
such assignment or sublease. "Landlord", "Tenant" and "Broker" include male and
female, singular and plural, corporation, partnership or individual, as may fit
the particular parties.
NOTICES
35. All notices required or permitted under this Lease shall be in writing
and shall be personally delivered or sent by U.S. Certified Mail, return receipt
requested, postage prepaid. Broker shall be copied with all required or
permitted notices. Notice to Tenant shall be delivered or sent to the address
shown below, except that upon Tenant's taking possession of the Premises, then
the Premises shall be Tenant's address for notice purposes. notices to Landlord
and Broker shall be delivered or sent to the addresses hereinafter stated, to
wit:
Landlord: Xxxxx Xxxx Exchange, L.L.C.
0000 Xxx Xxxxxxxx
Xxxxxxx, XX 00000
Tenant: Environmental Management Insurance Services, Inc.
0000 Xxx Xxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
All notices shall be effective upon delivery. Any party may change his notice
address upon written notice to the other parties.
ENTIRE AGREEMENT
36. This Lease contains the entire agreement of the parties hereto, and no
representations, inducements, promises or agreement, oral or otherwise, between
the parties, not embodied herein, shall be of any force or effect. No
subsequent alteration, amendment, change or addition to this Lease, except as to
changes or additions to the Rules
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and Regulations described in paragraph 7, shall be binding upon Landlord or
Tenant unless reduced to writing and signed by Landlord and Tenant.
SPECIAL STIPULATIONS
37. Any special stipulations are sent forth in the attached Exhibit ___.
Insofar as said Special Stipulations conflict with any of the foregoing
provisions, said Special Stipulations shall control.
38. Landlord agrees to construct the improvements shown on Exhibit "B" in
accordance with building standard construction. The Tenant improvement
allowance shall be $100,000 for Suite 200. Any additional expenses incurred
shall be paid by Tenant upon receipt of invoice from Landlord. The improvements
will be prosecuted diligently by Landlord, and Tenant will take occupancy five
(5) days after completion of same. In the event the date of occupancy varies
from the date shown in Paragraph 2, the rent shall be adjusted accordingly.
39. Upon each anniversary of this Lease, the rent shall be increased by
the increase in the Consumer Price Index (CPI) as compared to 1995, but not less
than 4% per annum.
40. In the event Tenant requires additional space for its operations,
Landlord will use its best efforts to provide such space on the First Floor of
the Building. The Lease rate for the additional space shall be the rate then
being paid by Tenant for Suite 200.
41. At the end of the initial terms, Tenant shall have the right to renew
this Lease for a like term, with rental rates and terms mutually agreeable to
Landlord and Tenant.
Tenant acknowledges that Tenant has read and understands the terms of this Lease
and has received a copy of it.
IN WITNESS WHEREOF, the parties herein have hereunto set their hands and seals,
in triplicate.
LANDLORD:
Xxxxx Xxxx Exchange, L.L.C. (SEAL)
-------------------------------------------------
By: (SEAL)
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Date and time executed by Landlord:______________
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TENANT:
Environmental Management Insurance Services, Inc. (SEAL)
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By: (SEAL)
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Date and time executed by Tenant:________________
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EXHIBIT "A"
BASE RENTAL RATE
=========================================================================
YEAR MINIMUM BASE RATE BASE RENT/1/
---- ----------------- ------------
=========================================================================
3/1/96 - 2/28/97 $14.00 $183,820
--------------------------------------------------------------------------
3/1/97 - 2/28/98 $14.56 $191,173
--------------------------------------------------------------------------
3/1/98 - 2/28/99 $15.14 $198,788
--------------------------------------------------------------------------
3/1/98 - 2/28/2000 $15.75 $206,798
3/1/99 - 2/28/01 $16.38 $215,069
==========================================================================
/1/ Plus adjustments per paragraphs 10 (Tax and Insurance Escalation) and 43
(CPI Escalation).
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