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EXHIBIT 10.12
OFFICE LEASE AGREEMENT
THIS OFFICE LEASE AGREEMENT ("Lease") is entered into this 15th day of February,
1997 by and between XXXXX X. XXXXXXXX ("Lessor") and CYBERNET ("Lessee").
WHEREAS, Lessor is the owner of certain real property and improvements located
thereon as are hereinafter defined; and
WHEREAS, Lessee desires to lease a portion of the real property and improvements
from Lessor.
NOW, THEREFORE, in consideration of the mutual covenants, conditions and
promises set forth herein, Lessor and Lessee agree as follows:
1. PREMISES. Lessor hereby leases unto Lessee certain office space consisting of
one thousand four hundred forty four (1444) square feet ("Premises"), more or
less, of office space located in the second floor of a building located at 000
Xxxx 0xx Xxxxxx, in the City of West Point, County of Xxxxx, State of Georgia.
2. TERM. The Initial term of the Lease shall be for twelve (12) months
commencing on the 14th day of February, 1997 ("Commencement Date") and
terminating on the 14th day of February, 1998 ("Term").
3. RENTAL. Beginning on the Commencement Date Lessee shall pay to Lessor the sum
of Three Hundred Forty Five and No/100 Dollars ($345.00), for the month of
February, 1997. Beginning on March 1, 1997, and on the first day of each
calendar month thereafter the sum of Six Hundred Ninety and No/100 Dollars
($690.00) as rental for the Premises. The rent is due on the first day of each
calendar month, in the event that rent remains unpaid by the tenth (10th) day
after any such payment is due, Lessee shall then pay Lessor a late fee of five
percent (5%) of those sums which remain due to Lessor. If rent remains unpaid by
the fifteenth (15th) day an additional five percent (5%) for a total of ten
percent (10%) of the sum that is due to Lessor. This Lease shall automatically
renew for an additional period of one year per renewal term on the same terms as
this Lease, unless either party gives written notice of the end by sixty (60)
days before the end of the term or renewal term.
4. USE OF PREMISES. Lessee shall have the right to use and occupy the Premises
for general business and administrative offices.
5. QUIET ENJOYMENT. Lessor warrants that Lessor has good and marketable title to
the Premises free and clear of all liens and encumbrances and that Lessor may
rightfully enter into this Lease. Lessor shall protect, defend and indemnify
Lessee against any interference with Lessee's use and quiet enjoyment of the
Premises.
6. TAXES. Lessor shall be responsible for the payment of all taxes assessed on
the Premises.
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6. TAXES. Lessor shall be responsible for the payment of all taxes assessed on
the Premises during the Term. Lessee shall be responsible for the payment of all
taxes assessed upon any personal property owned by Lessee located on the
Premises.
7. INSURANCE.
(a) LIABILITY INSURANCE. Lessee and Lessor shall each separately maintain at all
times during the Term and keep in force for their mutual benefit, general public
liability insurance against claims for personal injury, death or property damage
occurring about the Premises or sidewalks or areas adjacent to the Premises to
afford protection to the limit of not less than $500,000 in respect to injury or
death of a single person, to a limit of not less than $1,000,000 in respect to
any one accident, and to the limit of $100,000 in respect to property damage.
Such insurance may be covered under a blanket policy covering the Premises and
other location of Lessee or its general partner or the general partner's parent
or an affiliate corporation. Certificates of all policies of insurance shall be
delivered to the party requesting the certificates or parties designated by the
party requesting the certificates upon written request.
(b) FIRE AND CASUALTY INSURANCE. Lessor shall also maintain, throughout the Term
of this Lease, at its sole cost and expense, a standard fire and extended
coverage casualty insurance policy insuring the Building and other improvements
which are located upon the Premises in an amount not less than their full
replacement value. However, Lessee at its sole cost and expense will carry
contents coverage on all personal property that are located upon the Premises.
(c) WAIVER OF SUBROGATION. Both Lessee and Lessor agree to seek a waiver of
subrogation clause from their respective insurer which establishes a waiver of
the insurer's subrogation against Lessor or Lessee as the case may be for any
property loss (real/personal property or improvements/betterment) caused by the
other. Any policy or policies of insurance procured by Lessor or Lessee,
covering direct or indirect property loss, shall include a waiver of subrogation
clause in favor of the other party.
8. UTILITIES. Lessor shall provide to the Premises connections for all utilities
necessary for Lessee's conducting of its business therein at Lessor's sole coast
and expense and shall pay for all electricity and water used or consumed by
Lessee on the Premises. Lessee shall pay for all telephone service used or
consumed by Lessee in or on the Premises. Should Lessor separately provide any
of the utilities to the Premises, a separate meter shall be installed at
Lessor's expense to measure Lessee's use of such utilities. Lessor's charge for
any utilities furnished directly by Lessor shall be no more than the rates
charged by the local public utility company for such services. Upon Lessee's
request, Lessor shall furnish sufficient documentation to substantiate such
local public utility rates and shall immediately refund any overpayment made by
Lessee. In the event utility service is interrupted to the Premises due to the
need for maintenance and repair to the utility lines, Lessor shall immediately
commence restoration and repairs of the lines and conduits in order that said
utility service shall be resumed at the earliest possible time. If Lessor shall
fail to make such repairs, Lessee may do so at Lessor's expense. Additionally,
should there be an interruption in the utilities for more than 24 hours due to
the Lessor's negligence or failure to act, rent shall be abated until the
utilities are restored.
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9. MAINTENANCE AND REPAIRS. Structural portions of the Premises and the Building
and improvements, including the roof, foundation, exterior walls, loadbearing
interior walls, parking lot and sidewalks shall be maintained and repaired by
Lessor at Lessor's sole cost and expense. Lessee shall maintain and repair at
the sole cost and expense of Lessee the non-structural portions of the Premises
including all partitions, doors, ceiling, fixtures, equipment and appurtenances
thereof in good order, condition and repair, reasonable wear and tear excepted.
At any time during the Term of this Lease should there be repairs needed for
plumbing, heating, electrical, air, etc., Lessee agrees to call Lessor and give
reasonable time to repair. If Lessor has not responded within forty eight hours
(48) Lessee has the right to repair and submit xxxx to Lessor for payment.
10. ALTERATIONS, IMPROVEMENTS AND SIGNAGE. Lessee shall have the right at any
time throughout the Term and any extensions hereof, to make or cause to be made
to the Building, any alterations, additions, and to improvements, or install or
cause to be installed any trade fixture, signs, floor covering, interior or
exterior painting or lighting, plumbing fixtures, shades or awnings, subject to
the prior approval of Lessor, which approval shall be not unreasonably withheld
or delayed by Lessor. Lessee shall not be required to remove any alterations or
improvements made by Lessee to the Premises and Lessee's failure to do so within
thirty (30) days after the expiration of the term of this Lease shall be deemed
to be an abandonment thereof whereby the same shall become part of the real
estate with title thereto vesting in Landlord.
11. FIRE OF CASUALTY. In the event the Premises are taken or destroyed in whole
or in part by fire or other casualty. Lessee may in its sole discretion
terminate this Lease, declare a partial abatement of the monthly rental due
Lessor under this Lease based upon the pro rata portion of Building which has
been subjected to the fire or other casualty until the damage caused by the fire
or other casualty is fully repaired by Lessor or, if more than forty per cent
(40%) of the Building is rendered untenantable, declare a total abatement of the
monthly rental due Lessor until the damage caused by the fire or other casualty
has been fully repaired by Lessor.
12. EMINENT DOMAIN. If any portion of the Premises shall be taken by right of
Eminent Domain, Lessee shall have the right, at its discretion, to terminate
this Lease and be relieved from further liability hereunder. Should Lessee elect
not to terminate this Lease, the rent due during the remainder of the Lease term
shall be reduced in proportion to the area taken, effective on the date physical
possession is taken by the condemning authority. Following such taking, Lessor
shall, with all due diligence and at its own cost and expense, make all
necessary repairs and alterations required to make the remaining portion of the
Premises an architectural whole. All compensation awarded for such taking shall
be allocated in accordance with the Lessor's and Lessee's respective interest
therein.
13. LESSEE'S DEFAULT. If Lessee shall fail to make any payment of rent within
fifteen (15) days of the day when due or if Lessee shall fail to keep and
perform any express written covenant of this Lease and shall continue in default
for a period of thirty (30) days after Lessee has received written notice of
such default and demand of performance from Lessor, Lessor may commence judicial
proceedings against Lessor to terminate this Lease, provided, however, if any
default shall occur (other than in the payment of rent) which cannot be cured
within a period of thirty (30) days and Lessee, prior to the expiration of
thirty (30) days from and after the giving of notice as aforesaid, commences to
eliminate such default and proceeds diligently to take steps to cure the same,
Lessor
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shall not have the right to declare the term ended by reason thereof. In no
event shall Lessor be entitled to accelerate rent due from Lessee or to take
possession of the Premises or personal property owned by Lessee on the Premises
without any order of a court of competent jurisdiction authorizing such action.
It shall be the duty of the Lessor in any event of default to use its best
efforts to mitigate Lessee's damages.
14. LESSOR'S DEFAULT. If Lessor shall be in default or shall fail or refuse to
perform or comply with any of his obligations under this lease and shall
continue in default for a period of thirty (30) days after Lessee has given
Lessor written notice of such default and demand of performance, Lessee may
remedy the same and deduct the cost thereof from subsequent installments of rent
or terminate the Lease and recover from Lessor any and all damages Lessee may
have incurred due to such default or failure; however, it shall be the duty of
Lessee in any event to use its best efforts to mitigate Lessor's damages.
15. ASSIGNMENT AND SUBLETTING. Lessee shall have the right to assign, sublet,
transfer, or encumber this Lease or its rights hereunder or any part thereof at
any time and from time to time during the term of this Lease. In the event of a
sublease Lessee shall remain responsible for the payment of rent and for the
performance of all terms, covenants and conditions undertaken by Lessee pursuant
to this Lease. In the event of an assignment of this Lease which has been
approved by Lessor, Lessee shall owe no further duties, obligations or
liabilities to Lessor under this Lease.
16. HOLDING OVER. In the event Lessee remains in possession of the Premises
after the expiration of the Term without executing a new Lease, Lessee shall
occupy the Premises from month to month, subject to all of the covenants of this
Lease insofar as consistent with such a tenancy.
17. HAZARDOUS MATERIALS. Lessor warrants and represents that any use, storage,
treatment or transportation of hazardous substances which has occurred in or on
the Premises prior to the date hereof has been in compliance with all applicable
federal, state and local laws, regulations and ordinances. Lessor additionally
warrants and represents that no release, leak discharge, spill, disposal or
emission of hazardous substances has occurred in or under the Premises, and that
the Premises are free of hazardous substances as of the date hereof. Lessor
agrees to indemnify and hold harmless the Lessee from any and all claims,
damages, fines, judgments, penalties, costs, liabilities or losses (including,
without limitation, any and all sums paid for settlement of claims, attorneys
fees, consultant and expert fees) arising during or after the lease term from or
in connection with the presence or suspected presence of hazardous substances
in, on or beneath the Premises, unless the hazardous substances are present
solely as the result of negligence, willful misconduct or other acts of Lessee,
Lessee's agents, employees, contractors or invitees. Without limitation of the
foregoing, this indemnification shall include any and all costs incurred due to
any investigation by a federal, state or local agency or political subdivision,
unless the hazardous substances are present solely as the result of negligence,
willful misconduct or other acts of Lessee, Lessee's agents, employees,
contractors or invitees.
18. NOTICES. Any notice, report, statement, approval, consent, designation,
demand or request to be given under this Lease shall be effective when made in
writing, deposited for mailing with the United States Postal Service and
addressed to Lessor or Lessee at the following addresses.
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LESSOR: Xxxxx X. Xxxxxxxx
000 Xxxx 0xx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
(000) 000-0000 (000) 000-0000
Fax (000) 000-0000
LESSEE: CyberNet Holding, Inc.
0000 X. X. Xxxxxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Attn: Xxxxx Xxxxxxxx
19.MISCELLANEOUS.
(a) SUCCESSORS AND ASSIGNS. This Lease shall be binding upon and shall inure to
the benefit of Lessor, Lessee and their respective successors and assigns.
(b) GOVERNING LAW. This Lease shall be construed under the laws of the State of
Georgia.
(c) MERGER CLAUSE. This Lease contains the entire agreement between Lessor and
Lessee regarding the Premises which are the subject of this Lease and may only
be altered by a written agreement executed by both Lessor and Lessee.
(d) SEVERABILITY.. If any term or provision of this Lease or the application
hereof to any person or circumstance shall to any extent, be invalid or
unenforceable, the remainder of this Lease shall not be affected thereby.
(e) FORCE MAJEURE. In the event the performance by either party of any of its
obligations hereunder, except with the respect of payment of money, is delayed
by reason of the act or neglect of the other party, act of God, strike,
governmental restrictions, war, or any other cause, similar or dissimilar,
beyond the reasonable control of the party from whom such performance is due,
the period for the commencement of completion thereof shall be extended for a
period equal to the period during which performance is so delayed.
(f) COUNTERPARTS. The Agreement may be executed in any number of counterparts
each of which when so executed and delivered shall be deemed an original, but
such counterparts together shall constitute but one and the same instrument.
(g) NO PARTNERSHIP CREATED. The Lessor and Lessee are not and shall not be
considered joint adventurers, not partners, and neither shall have power to bind
or obligate the other except as set forth herein.
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(h) HEADINGS. The titles to the paragraphs of this Agreement are inserted only
as a matter of convenience and for reference and in no way confine, limit or
describe the scope or intent of any section of this Agreement, nor in any way
affect this Agreement.
(i) MODIFICATION. No modifications, alterations, or amendments of this Lease or
any agreements in connection therewith shall be binding or valid unless in
writing and duly executed by both Lessor and Lessee.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease as of the day and
year above first written.
LESSOR:
/s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Signed, sealed and delivered this
_________ day of __________________, 1997
in the presence of:
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Witness
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Notary Public
LESSEE:
CyberNet Holding, Inc.
By: /s/ Xxxxx X. Xxxxxxxx Xx.
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Title: VP-Treasurer-Secretary
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(SEAL)
Signed, sealed and delivered this
27th day of February, 1997
in the presence of:
/s/ Xxxxxx Xxxxxx
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Witness
/s/ Xxxxxx Xxxxxx
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Notary Public
My Commission Expires March 8, 1997
