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EXHIBIT 10.5
BUSINESS LEASE
THIS LEASE, made this 23rd day of September, 1999 by and between D & B
No. 3, LLP (hereinafter referred to as "Lessor") and Stupid PC, Inc. a
Georgia corporation (hereinafter referred to as "Lessee").
WITNESSETH:
1.0 PREMISES:
Lessor, for and in consideration of the rents, covenants, agreements
and stipulations hereinafter mentioned, reserved, and contained to be
paid, kept and performed by Lessee, has leased and rented, and by
these present does lease and rent, unto Lessee, and Lessee hereby
agrees to lease and take upon the terms and conditions which
hereinafter appear, the following described premises (hereinafter
called the "Leased Premises") to wit:
Approximately 12,000 rentable square feet of office/warehouse space
located at 0000 Xxxxx Xxxx Xxxxx, Xxxxx X, Xxxxxxxx Xxxxxx, Norcross,
Georgia 30092
No easement for light or air is included in the Leased Premises.
2.0 TERM:
To have and to hold the Leased Premises for a term of Thirty-seven
(37) months beginning on the 1st day of October 1999 and expiring on
the 31st day of October, 2002 unless sooner terminated as hereinafter
provided.
2.1 The term of this Lease shall commence as shown above, or on such other
date as hereinafter provided. Taking of possession by Lessee shall
conclusively establish that the Leased Premises are in good and
satisfactory condition as of the time when possession is taken.
2.2 It is agreed and understood that if Lessor is unable to deliver
possession of the Leased Premises to Lessee at the commencement of the
term of this Lease, as provided in Paragraph 2.0 because of the
retention of possession thereof by other parties, or because the
Leased Premises are not ready for occupancy by Lessee, Lessor shall
not be liable to Lessee for damages and the term of this Lease shall
not be affected by such delay; however, Lessee shall have no
obligation to pay rent until the Leased Premises are delivered to
Lessee, unless said delay is attributable to Lessee. Lessor shall use
all reasonable diligence to deliver possession of the Leased Premises
to Lessee on or before the commencement of the term hereof. If Lessee
is not in possession of the Leased Premises due solely to Lessor's
failure to deliver the same to Lessee, then Lessee shall not owe any
rent for the period of time that Lessee is not in possession.
2.3 In the event that Lessor shall permit Lessee to occupy the Leased
Premises prior to the commencement date of the term as set forth in
Paragraph 2.0, such occupancy shall be subject to all provisions of
this Lease, including without limitation, the obligation to pay rent.
Said early possession shall not advance the termination date of this
Lease.
3.0 RENTAL:
All payment of money due hereunder, of any kind or nature, from Lessee
to Lessor, are rental payments under this Lease. Lessee shall pay to
Lessor, on the first day of each month during the term of this Lease,
at Lessor?s offices as stipulated herein, or at such location as
Lessor shall designate in writing, a monthly rental over and above the
other and additional payments to be made by Lessee as herein provided,
in advance as follows:
10/01/99 - 10/31/99 $ 0 per month
11/01/99 - 10/31/00 $ 4,750.00 per month
11/01/00 - 10/31/01 $ 4,892.00 per month
11/01/01 - 10/31/02 $ 5,039.00 per month
(hereinafter defined as "Base Rent"). Lessee shall pay an additional $
75.00 per month to compensate Lessor for water and sewer service to
the Leased Premises (further defined as "Additional Base Rent").
The dumpster charge shall be $ 40.00 per month.
Lessee shall pay to Lessor monthly its pro-rata share of common area
maintenance expenses for the building or buildings (hereinafter
defined as "Project") per paragraph 10.0 estimated for the first lease
year to be *$250.00 per month (further defined as "Additional Base
Rent"). *The CAM charge shall not exceed a 10% annual increase for the
term of this lease.
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In the event the effective date of this Lease is not the first day of
the month, the first monthly payment for base rent for the first month
of this Lease shall be due and payable on the effective date of this
Lease covering the period from the effective date until the first day
of the next month, said amount being prorated on a daily basis. Said
charges for water/sewer and common area maintenance shall be subject
to annual review as to Lessor's actual incurred expenses and shall be
subject to adjustment should there be any increase in the cost of
common area maintenance or water/sewer service incurred by Lessor. In
the event the actual expenses increase, Lessee shall pay to Lessor
annually the difference, if any, between the actual expenses and the
estimated pro rata share Lessee has paid to Lessor for the prior
calendar year. Lessor will accordingly adjust Lessee's estimated
monthly charges due herein. All other payments due the Lessor
hereunder are hereinafter referred to as "Additional Rent" including
but not limited to utilities, repairs, real estate taxes and
insurance. All Additional Rental shall be due and payable within
fifteen (15) days of receipt of written notice from Lessor. LESSEE
SHALL MAKE ALL RENTAL PAYMENTS TO :
D & B NO. 3, LLP
P. O. XXX 00000
XXXXXXX, XXXXXXX 00000
Lessee shall have no authority to pay the rent due hereunder to any
party other than Lessor.
3.1 Any installment of Base Rent or Additional Rent which is not paid when
due shall be subject to a ten percent (10%) late charge and any such
charge or money obligation, including all expenses incurred by Lessor
in collecting such charge or money obligation, shall be Additional
Rent hereunder. In the event any check for rent from Lessee is
dishonored by the drawee bank, Lessee agrees to pay to Lessor $ 75.00
as a handling charge and, if appropriate, the late charge. Returned
checks shall be redeemed by a cashier's check, certified check or
money order. In the event more than one check for rent is returned or
dishonored, Lessee agrees to pay all future rents and charges
hereunder by a cashier's check, certified check or money order.
4.0 SECURITY DEPOSIT:
Lessee shall deposit with Lessor upon execution hereof, the sum of
FIVE THOUSAND THIRTY-NINE DOLLARS AND 00/100 ($ 5,039.00) as security
for Lessee's faithful performance of Lessee's obligations hereunder.
If Lessee fails to pay any Base Rent or Additional Rent, or otherwise
defaults with respect to any provision of this Lease, Lessor may use,
apply or retain all or any portion of said deposit for the payment of
any Base Rent, Additional Rent or other charge in default or for the
payment of any other sum to which Lessor may become obligated by
reason of Lessee's default or to compensate Lessor for any loss or
damage which Lessor may suffer thereby. If all or any portion of said
deposit is applied in any of the above manners during the term of the
Lease, Lessee shall pay Lessor, within five (5) days of written demand
from Lessor, the total amount of said deposit so applied by Lessor.
However, in no way shall the deposited sum constitute liquidated
damages to Lessor or a limit to the liability of Lessee hereunder. If
Lessor transfers fee title to the Leased Premises, or there is any
termination of Lessor's interest therein, in whole or in part, Lessor
may pay over any unapplied part of said deposit to the succeeding
owner of the Leased Premises and from and after such payment, Lessor
shall be relieved of all liability with respect hereto.
5.0 UTILITIES:
Lessee shall pay all utility bills, including but not limited to
water, sewer, gas, electricity, fuel, light and heat bills, for the
Leased Premises and Lessee shall pay all charges for garbage
collection services or other sanitary services rendered to the Leased
Premises or used by Lessee in connection therewith. If any such
services are not separately metered to Lessee, Lessee shall pay a
reasonable proportion as determined by Lessor of all charges jointly
metered with other premises. Lessor shall in no event be liable for
any interruption or failure of utility services on the premises. Terms
of payment for water/sewer service are subject to terms as outlined in
Paragraph 3.0 of this Lease.
6.0 USE OF LEASED PREMISES:
The Leased premises shall be used for office/warehouse purposes and no
other. The Leased 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 Leased Premises; nor in any manner which will violate any
restrictions or protective covenants affecting land of which the
Leased Premises are a part.
6.1 Lessee agrees that its occupancy shall not be detrimental to other
tenants by reason of odor, smoke, dust, gas, noise or vibration.
7.0 ABANDONMENT:
Lessee agrees not to abandon or vacate the Leased Premises during the
term of this Lease and agrees to use the Leased Premises for the
purposes herein described until the expiration hereof.
8.0 REPAIRS BY LESSOR:
Lessor agrees to keep in good repair the roof, foundations and
exterior walls of the Leased Premises (exclusive of all glass and all
exterior doors), and the underground utility and sewer pipes outside
the exterior walls of the building of which the Leased Premises are a
part (the "Building"), except repair rendered necessary by the
negligence or action of Lessee, its agents, employees, or invitees.
Lessor gives to Lessee exclusive control of the Leased Premises and
Lessor shall be under no obligation to inspect the Leased Premises.
Lessee shall promptly report in writing to Lessor any defective
condition known to it which Lessor is required to repair, and
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failure to report such defects shall make Lessee responsible to Lessor
for any liability incurred by Lessor by reason of such defects.
Lessor's liability with respect to any defects, repairs or maintenance
for which Lessor is responsible under any of the provisions of this
Lease shall be limited to the cost of such repairs or maintenance or
the curing of such defect. Lessor shall have the right, but not the
duty, to enter the Leased Premises at any time in order to examine the
Leased Premises or to make such repair as required therein or which
Lessor may deem necessary for the safety of, or preservation of the
Leased Premises or of the Building. Nothing contained in this Lease
shall require Lessor to make any repairs for damages caused by Lessee
and Lessee shall cause such repairs to be made at its expense.
9.0 REPAIRS BY LESSEE:
Lessee accepts the Leased Premises in their present condition and
hereby acknowledges that the Leased Premises are suited for the uses
set forth in Paragraph 6.0 hereof. Lessee agrees that all office and
warehouse doors and walls, light-bulbs and fixtures, electrical,
plumbing fixtures and dock doors of the Leased Premises are in
satisfactory condition without visible damage and will maintain such
condition throughout the lease term. Lessee will notify Lessor in
writing of anything to the contrary within ten (10) days of the
commencement date of the lease or occupancy date whichever is earlier.
Lessee shall at its own cost and expense keep and maintain all parts
of the premises (except those for which Lessor is expressly
responsible under the terms of this Lease) in good condition, promptly
making all necessary repairs and replacements, including but not
limited to, windows, glass and plate glass, doors, any special office
entry, interior walls, and finish work, floors and floor covering,
heating and air conditioning systems, dock boards, dock doors, dock
bumpers, paving, plumbing work and fixtures, termite and pest
extermination, and subject to paragraph 10.0 hereinbelow; regular
removal of trash and debris, regular mowing of any grass, trimming,
weed removal and general landscape maintenance, including rail spur
areas; if any, keeping the parking areas, driveways, alleys and the
whole of the premises in a clean and sanitary condition. Lessee agrees
to keep sufficient heat in the Leased Premises to keep the pipes (both
water and sprinkler systems) from freezing. Should any portion of said
premises be damaged through the fault or negligence of the Lessee, its
agents, employees, contractors, invitees, or customers or vandalism,
malicious mischief, attempted or actual theft or illegal entry, then
the Lessee agrees to promptly repair the same.
9.1 The air conditioning and heating system is accepted by the Lessee in
satisfactory operating condition as of the date of occupancy. Lessee
shall maintain at least on a quarterly basis, a preventative
maintenance contract throughout the term of the lease. Said air
conditioning and heating system shall remain in good operating
condition during the term of this Lease and any extension thereof.
9.2 Lessee shall not damage any demising wall or disturb the integrity and
support provided by any demising wall and shall, at its sole cost and
expense, promptly repair any damage or injury to any demising wall
caused by Lessee or its employees, agents or invitees.
10.0 In the event the premises constitute a portion of a multiple occupancy
building it shall be Lessor's obligation to care for the area
surrounding the Project (hereinafter "Common Area"), provided however
that Lessee shall contribute its pro rata share of the expenses per
paragraph 3.0 for the maintenance, repair and operation of the Common
Areas of the Project, including but not limited to, the mowing of
grass, care of shrubs, general landscaping, maintenance of parking
areas, driveways and alleys, exterior repainting and common sewage
line plumbing; which may be determined by Lessor in its sole
discretion. Lessee's prorata share of said expenses shall be based on
the percentage of rentable area in the Leased Premises as compared to
the total rentable area in the Project. In addition, if Lessee or any
other particular tenant of the building can be clearly identified as
being responsible for obstruction or stoppage of the common sanitary
sewage line, then Lessee, if Lessee is responsible, or such other
responsible tenant shall pay the entire cost thereof, upon demand, as
Additional Rent. Lessee shall keep the whole of the Leased Premises,
Project and Common Area in a clean and sanitary condition free of any
trash, scraps or any materials and products pertaining to its
business. If Lessee can be clearly identified as being responsible for
leaving trash or debris in the common area during the lease term or
upon vacating the Leased Premises, Lessee shall pay the entire cost of
removal of said trash or debris from the premises, upon demand, as
Additional Rent. No area outside the Leased Premises shall be used by
Lessee for storage without Lessor's prior written approval.
10.1 All drives, streets, paved areas and walks are for the common use of
all tenants of the Building and are a part of the Common Area. Lessor
reserves the right to impose, from time to time, and Lessee hereby
agrees to abide by, regulations on parking and other uses of Common
Area. Lessor shall not be responsible for enforcing Lessee's parking
rights against any third parties.
11.0 ALTERATIONS:
Lessee shall not make or cause to be made any alteration, addition,
change or improvement to the Leased Premises without the prior written
consent of the Lessor. In the event Lessor approves any such
alterations, additions, changes or improvements to the Leased
Premises, such alterations, additions, changes or improvements will be
performed at the sole expense of the Lessee. Unless otherwise agreed
upon in writing by Lessor, at the termination of this Lease, Lessee
shall, if Lessor so elects, remove all alterations, additions, or
improvements erected by Lessee and restore the Leased Premises to
their original condition. All such removals and restoration shall be
accomplished in a good workmanlike manner. If Lessor does not elect to
have Lessee make such removals, all alterations, additions or
improvements made in or upon the Leased Premises, either by Lessor or
Lessor, shall be Lessor's property and shall remain upon the Leased
Premises at the termination of the term of this Lease, by lapse of
time or otherwise, without compensation to Lessee.
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11.1 Lessee shall keep the Leased Premises free of any mechanic's lien or
encumbrance due to Lessee's alterations, additions, removals or
improvements. Lessee agrees to indemnify and hold Lessor or its
assigns harmless from any liability resulting from all alterations,
additions, changes or improvements performed on the Leased Premises at
the instance of Lessee. Lessee agrees at its sole expense to obtain
any necessary permits, approvals or licenses required for said
alterations, additions, changes or improvements.
11.2 Neither Lessee, nor any agent, employee or independent contractor of
Lessee shall, under any circumstances, puncture, cut, tear or create
any opening in the roof structure for any reason, either by intent or
accident. If the same occurs, Lessee shall be responsible for the
immediate total cost and repair to place the roof structure back to
its original condition. Lessee shall commence repair within five (5)
days of said damage to the roof and shall thereafter diligently and
continuously proceed with such repair until completion. In the event
said repair is not so commenced and completed, Lessor may, but is not
obligated to, enter the Leased Premises and conduct or complete said
repair at Lessee's sole cost. Any expense so incurred by Lessor shall
constitute Additional Rent hereunder and be due and payable within
fifteen (15) days of receipt of a notice from Lessor as to the amount
of said expense.
12.0 TAX ESCALATION:
Lessee shall pay upon demand, as Additional Rent during the term of
this Lease or any extension or renewal hereof, the amount by which all
taxes (including but not limited to, ad valorem taxes, special
assessments and any other governmental charges) on the Leased Premises
for each tax year exceeds all taxes on the Leased Premises for the tax
year 1999. The Lessor shall have the right to employ a tax-consulting
firm to attempt to assure a fair tax burden on the building or project
and ground within the applicable taxing jurisdiction. Lessee shall pay
to Lessor upon demand, from time to time, as Additional Rent, the
amount of Lessee's prorata share (as defined herein) of the cost of
such service. In the event the Leased Premises are less than the
entire rentable area of the Building or Project for any such tax year,
then the tax for any such year applicable to the Leased Premises shall
be determined by proportion on the basis that the rentable area of the
Leased Premises bears to the rentable area of the entire property
assessed. If the final year of the term of this Lease 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 term of this Lease. If such taxes for the year in
which this Lease terminates are not ascertainable before payment of
the last month's rental, then the amount of such taxes assessed
against the property for the previous tax year shall be used as a
basis of determining the pro rata share, if any, to be paid by Lessee
for that portion of the last lease year. Lessee's pro rata portion of
increased taxes, as provided herein, is Additional Rent hereunder and
shall be due and payable within fifteen (15) days after receipt of a
notice from Lessor as to the amount due.
13.0 INSURANCE:
Lessee shall carry Special Form insurance insuring its interest in
Lessee's Improvement in the Leased Premises and its interest in its
office furniture, equipment, supplies, inventory, fixtures and
personal property therein. Such insurance will not be terminated or
canceled without thirty (30) days prior written notice to Lessor by
the carrier of such insurance. The carrier of such insurance shall
waive all right of recovery by way of subrogation against Lessor.
Lessor and Lessee hereby waive any rights of action each against the
other for the loss or damage covered by an insurance, which either
party carries on the Leased Premises.
13.1 At all times during the term of this Lease, Lessee shall keep in
effect with insurance companies rated no less than "A", Class VI in
the current issue of Best's Guide, legally authorized to transact
business in Georgia and maintaining an office or agency in the State
of Georgia, in the name of and for the benefit of Lessor and Lessee;
General Liability Insurance, including bodily injury and property
damage liability each occurrence $1,000,000; Personal Injury and
Advertising Injury Liability $1,000,000; general aggregate (other than
Products Completed Operations) $1,000,000; Loss of Income insurance on
the "Special" form in an amount no less than one year's gross profit;
Worker's Compensation insurance including Statutory Employer's
Liability; and Umbrella Liability with limits of no less than
$1,000,000.
13.2 All policies and certificates of insurance shall name Lessor as an
additional insured and shall provide that all Lessor's losses, to the
limit of the policy, will be indemnified and all liability claims
against Lessor resulting from Lessee's business will be defended by
Lessee and its insurance carrier at no cost to Lessor. Lessee shall
promptly deliver to Lessor all such certificates of insurance prior to
occupancy and they shall be held by Lessor. Lessee agrees that it
shall not cancel any of the above mentioned policies, or allow any
policy to lapse without delivering to Lessor a certificate indicating
equal or greater coverage written by an insurance company with the
same requirements as previously stated.
13.3 Lessee shall pay upon demand, its pro rata share as Additional Rent,
during the term of this Lease and any extension or renewal thereof,
the amount by which all insurance premiums (including, but not limited
to, premiums for all risks against physical loss subject to normal
exclusions and owners and landlords premises liability) on the
Building or Project for each calendar year which exceeds the annual
base premium paid by Lessor for 1999 base year, then any excess for
the calendar year during which the term ends, shall be reduced by the
pro rata part of such calendar year beyond the Lease term.
14.0 DESTRUCTION OR DAMAGE TO THE LEASED PREMISES:
If the Leased 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
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between Lessor and Lessee as of that date. If the Leased Premises is
damaged, but deemed restorable by Lessor, rental shall xxxxx in such
proportion as use of the Leased Premises has been destroyed. Lessor
may, in its sole discretion, restore the Leased Premises to
substantially the same condition as before the damage. In the event
Lessor has not notified Lessee within thirty (30) days of said damage
that Lessor will restore the Leased Premises to substantially the same
condition, Lessee has the right to cancel this Lease.
15.0 INDEMNITY:
Lessee agrees to indemnify and save Lessor harmless against all claims
for damages to persons or property by reason of the use or occupancy
of the Leased Premises, and all expenses incurred by Lessor because
thereof, including attorney's fees and court costs.
16.0 GOVERNMENTAL ORDERS:
Lessee agrees, at its own expense, to promptly comply with all
requirements of any legally constituted public authority made
necessary by reason of Lessee's occupancy of the Leased Premises.
17.0 CONDEMNATION:
If the whole of the Leased Premises, or such portion thereof as will
make the Leased Premises unusable for the purposes herein leased,
shall be condemned by any legally constituted authority for public use
or purpose, then in either of said events the term hereby granted
shall cease from the date when possession of the Leased Premises is
taken by a public authority, and rental shall be accounted for as
between Lessor and Lessee as of said date. Such termination, however,
shall be without prejudice to the rights of either Lessor or Lessee to
recover compensation and damage caused by condemnation from the
condemnor. It is further understood and agreed that Lessee shall have
no rights in any award made to Lessor by any condemnation authority.
18.0 SUBORDINATION:
This Lease and all rights of Lessee hereunder are and shall be subject
and subordinate to the lien of any mortgage, deed to secure debt, deed
to trust, or other instrument in the nature thereof, which may now or
hereafter affect Lessor or its successor's interest in the fee title
to the Leased Premises.
18.1 If the holder of any mortgage, deed to secure debt, deed of trust or
other instrument in nature thereof shall hereafter succeed to the
rights of Lessor under this Lease, whether through possession or
foreclosure action or delivery of a new lease, then at the option of
such holder, (i) Lessee shall attorn to and recognize such successor
as Lessee's Lessor under this Lease and Lessee shall promptly execute
and deliver any instrument that may be necessary to evidence such
attornment, or (ii) this Lease shall terminate.
18.2 In the event of an attornment as provided in Subparagraph 18.1 above,
this Lease shall continue in full force and effect as direct lease
between such successor, Lessor and Lessee, subject to all of the
terms, covenants and conditions of this Lease.
19.0 LIENS AND ENCUMBRANCES:
Lessee shall have no authority, express or implied, to create or place
any lien or encumbrance, of any kind or nature whatsoever, upon or in
any manner to bind the interest of Lessor in the Leased Premises.
Lessee covenants and agrees that it will pay or cause to be paid all
sums legally due and payable by it on account of any labor performed
or materials furnished in connection with any work performed on the
Leased Premises for which any lien is or can be validly and legally
asserted, and that it will save and hold Lessor from any and all loss,
cost or expense based on or arising out of asserted claims or liens
against the right, title, or interest of Lessor in the Leased Premises
or under the terms of this Lease. Lessee further agrees to bond or pay
every lien within thirty (30) days of the date said lien attaches to
the Leased Premises and/or Lessor's property. This paragraph shall
survive any termination of this Lease.
20.0 ASSIGNMENT OR SUBLEASE:
Lessee shall not, without having first received the prior written
consent of Lessor, assign, transfer, sell or encumber this Lease or
any interest hereunder, or sublet the Leased Premises or any party
thereto, or permit the use of the Leased Premises by any party other
than Lessee. Consent to any assignment or sublease shall not destroy
this provision and all later assignments or subleases shall be made
likewise only upon prior written consent of Lessor. Assignee or
sublessee of Lessee, at the option of Lessor, shall become directly
liable to Lessor for all obligations of Lessee hereunder, but no
sublease or assignment by Lessee shall relieve Lessee of primary
liability hereunder.
20.1 It is mutually agreed that in the event Lessor consents to an
assignment or sublease, Lessee agrees to assign to Lessor any rental
received from any Sublessee in excess of the rental required to be
paid hereunder and any Lease option or extension under this Lease
Agreement shall become null and void.
21.0 CANCELLATION OF THE LEASE BY LESSOR:
It is mutually agreed that in the event Lessee shall default in the
payment of rent, including Additional Rent, herein reserved when due,
and fails to cure said default within five (5) days after the due date
hereunder; or if Lessee shall be in default in performing any of the
terms or provisions of this Lease other than a provision requiring the
payment of rent, and fails to cure such default within thirty (30)
days after the date of receipt of written notice of default from
Lessor; or if the Leased Premises shall be abandoned, deserted or
vacated; or if there is a filing of any bankruptcy or debtor
rehabilitation by or against the Lessee in any court of competent
jurisdiction; or if a permanent receiver or custodian is appointed for
Lessee's property and such receiver or
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custodian is not removed within sixty (60) days after written notice
from Lessor to Lessee to obtain such removal; or if, whether
voluntarily or involuntarily Lessee takes advantage of any debtor
relief proceedings under any present or future law, whereby the rent
or any part thereof is, or is proposed to be, reduced or payment
thereof deferred, or if Lessee makes an assignment for the benefit of
creditors, or if Lessee's effects should be levied upon or attached
under process against Lessee, and not satisfied or dissolved within
thirty (30) days after written notice from Lessor to Lessee to obtain
satisfaction thereof; or if Lessee is insolvent, unable to pay its
debts as they mature, has liabilities at any time greater than its
assets, or generally is not paying its debts as they become due; then,
and in any said events, Lessor, at its option, may at once, or within
six (6) months thereafter (but only during continuance of such default
or condition):
(i) Terminate this lease, in which event Lessee shall
immediately surrender the Leased Premises to Lessor
and remove all of Lessee' effects therefrom, but if
Lessee shall fail to do so, Lessor may, without
further notice and without prejudice to any other
remedy Lessor may have for possession or arrearages
in rent, enter upon the Leased Premises and expel or
remove Lessee and Lessee's effects, by force if
necessary, without being liable to prosecution or
any claim for damages therefor; and Lessee agrees to
indemnify Lessor for all loss and damage which
Lessor may suffer by reason of such termination,
whether through inability to relet the Leased
Premises, or through decrease in rent, or otherwise;
and/or
(ii) Enter upon the Leased Premises as the agent of
Lessee, by force if necessary, without being liable
to prosecution or any claim for damages therefor,
and relet the Leased Premises as the agent of
Lessee, and receive the rent therefore; and Lessee
shall pay Lessor any deficiency that may arise by
reason of such reletting on demand at the office of
Lessor as set forth in Paragraph 3.0 of this Lease
and/or
(iii) As agent of Lessee, do whatever Lessee is obligated
to do by the provisions of this Lease and may enter
Leased Premises, by force if necessary, without
being liable to prosecution or any claims for
damages therefor, in order to accomplish this
purpose, Lessee agrees to reimburse Lessor
immediately upon demand for any expenses which
Lessor may incur in thus effecting compliance with
this Lease on behalf of Lessee, and Lessee further
agrees that Lessor shall not be liable for any
damages resulting to Lessee from such action,
whether caused by or negligence of Lessor or
otherwise.
Pursuit by Lessor of any of the foregoing remedies
shall not preclude the pursuit by Lessor of any of
the other remedies herein provided or any other
remedies provided by law. After any authorized
assignment or subletting of the entire Leased
Premises covered by this Lease, the occurrence of
any of the foregoing defaults or events shall affect
this Lease if caused by or happening to, either
Lessee or the assignee or sublessee.
22.0 EXTERIOR SIGNS:
Lessee shall place no signs upon the outside walls or roof of the
Leased Premises except with the prior written consent of the Lessor.
Any and all signs placed on the Leased Premises by Lessee shall be at
the Lessee's sole cost and be maintained in compliance with the rules
and regulations established by Lessor governing such signs and Lessee
shall be responsible to Lessor for any damage caused by the
installation, use, or maintenance of said signs. Lessee agrees, upon
removal of said signs, to repair all damage incident to such removal.
At Lessor's option, Lessee shall, at Lessee's sole cost and expense,
remove any such sign at the end of the term of this Lease.
23.0 HAZARDOUS MATERIALS:
Lessee shall not store, dispose of or bring on or about the Leased
Premises any hazardous waste, contaminants, oil, gasoline, radioactive
or other materials the removal of which is required or the maintenance
of which or exposure to which is prohibited, limited, or regulated by
any local, state or federal agency, authority or governmental unit, or
which even if not so regulated poses a hazard to the health and safety
of the occupants of the premises or of property adjacent to the
premises.
Lessee shall not place, install or operate on the Premises or in any
part of the Building, an engine, stove or machinery, or conduct
mechanical operations or xxxx thereon or therein, or place or use in
or about the Premises any explosives, gasoline, kerosene, oil, acids,
caustics or any other flammable, explosive or hazardous material
without the prior written consent of the Lessor.
In the event Lessee or its agents bring such materials or permit the
same to be brought onto the Leased Premises or any common areas of the
premises, Lessee shall cause the same to be immediately removed and
Lessee's obligation to so remove shall survive this lease and shall
inure to the benefit of any purchaser or successor to title of the
Premises.
Lessee shall promptly notify Lessor of any violation of this rule of
which Lessee has actual knowledge, it being understood that such rule
is intended to ensure the economic and physical well being of all
concerned.
24.0 NOTICE:
Lessee hereby appoints as its agent to receive service of all
dispossessory or distraint proceedings and notices hereunder, and all
notices required under this Lease, the person in charge of the Leased
Premises at the time,
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or occupying the then service or notice may be made by attaching the
same on the main entrance to the Leased Premises. Until the parties
designate otherwise by written notice to the other, a copy of all
notices sent pursuant to this Lease whether sent by Lessor or lessee,
shall be sent by certified mail, return receipt requested, or via
overnight courier service, addressed to the other party as follows:
LESSOR LESSEE
D & B No. 3, LLP Stupid PC, Inc.
0000 Xxxxx Xxxxx Xxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
25.0 ENTRY FOR CARDING, REPAIRS:
Lessor may card the Leased Premises with "For Rent" or "For Sale"
signs ninety (90) days before the expiration of this Lease. Lessor may
enter the Lease Premises at reasonable hours to exhibit the same to
prospective purchasers or tenants to make repairs required of Lessor
under the terms hereof, or to make repairs to Lessor's adjoining
property, if any.
26.0 HOLDOVER TENANT:
If Lessee remains in possession of the Leased Premises after
expiration of the term hereof, with Lessor's acquiescence and without
any written agreement of Lessor to the contrary, Lessee shall be a
tenant at will at a base rental rate double the amount of the Base
Rent of the last month during the term of this Lease, and there shall
be no renewal of this Lease by operation of law.
27.0 EFFECT OF TERMINATION OF THE LEASE:
No termination of this Lease prior to the normal ending hereof, by
lapse of time or otherwise, shall affect Lessor's right to collect
rent due for the period prior to termination thereof.
28.0 NO ESTATE IN LAND:
This Lease shall create the relationship of landlord and tenant
between Lessor and Lessee, respectively; no estate shall pass out of
Lessor. Lessee has only a usufruct, not subject to levy or sale and
not assignable by Lessee except by Lessor's consent.
29.0 ATTORNEY'S FEES AND HOMESTEAD:
If any rent or other sums owing under this Lease are collected by or
through any attorney at law, Lessee agrees to pay fifteen percent
(15%) thereof as attorney's fees. Lessee waives all homestead rights
and exemptions that it may have under any law against any obligation
owing under this Lease. Lessee hereby assigns to Lessor its homestead
and exemption.
30.0 RIGHTS CUMULATIVE:
All rights, powers and privileges conferred hereunder upon parties
hereto shall be cumulative but not restrictive to those given by law.
31.0 WAIVER OF RIGHTS:
No failure of Lessor to exercise any power given Lessor hereunder, or
to insist upon strict compliance by Lessee with its obligations
hereunder, and no custom or practice of the parties at variance with
the terms hereof shall constitute a waiver of Lessor's right to demand
exact compliance with the terms hereof.
32.0 TIME OF THE ESSENCE: Time is of the essence in this Lease.
33.0 DEFINITIONS:
"Lessor", as used in this Lease, shall include Lessor, Lessor's heirs,
legal representatives, assigns and successors in title to the Leased
Premises. "Lessee" shall include Lessee, Lessee's heirs and legal
representatives, and if this Lease shall be validly assigned or
subletted, shall include also Lessee's assignee or sublessee as to the
Leased Premises covered by such assignment or sublease. "Lessor and
Lessee", include male and female, singular and plural, corporation,
partnership or individual, as may fit the particular parties.
34.0 ESTOPPEL CERTIFICATES:
At any time and from time to time, Lessee, on or before the date
specified in the request made by Lessor, which date shall not be
earlier than five (5) days from the making of such request, shall
execute, acknowledge and deliver, at no cost to Lessor, a certificate
evidencing (a) whether this Lease is in full force and effect; (b)
whether this Lease has been amended in any way and if so, how; (c )
whether there are any existing defaults hereunder to the knowledge of
Lessee and specifying the nature of such defaults, if any; (d) the
date to which rent, if any, has been paid ; and (e) whether any
security deposit has been delivered under this Lease and if so, the
amount thereof. Each certificate delivered pursuant to this paragraph
may be relied on by any prospective purchaser, mortgagee or transferee
of any portion of Lessor's interest hereunder.
35.0 MISCELLANEOUS:
This Lease contains the entire agreement of the parties and no
representation or agreements, oral or otherwise, between the parties
not embodied herein shall be of any force or effect. No modification
of this Lease shall be effective unless reduced to writing and signed
by Lessor and Lessee.
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35.1 If any clause or portion of this Lease is or becomes illegal, invalid
or unenforceable because of present or future laws, rules or
regulations of any governmental body, or become unenforceable for any
reason, the intention of the parties hereto is that the remaining
parts of this Lease shall not be thereby affected.
35.2 This Lease may be executed in any number of copies and each copy
signed in the original shall be considered an original document.
36.0 SPECIAL STIPULATIONS:
Insofar as the following stipulations attached conflict with any of
the foregoing provisions, the following shall control.
IN WITNESS WHEREOF, the parties herein have hereunto set their hand
and seals, the day and year first above written.
LESSOR: D & B No. 3, LLP
By: Illegible
----------------------------------------
Its: General Partner
---------------------------------------
LESSEE: Stupid PC, Inc.
By:/s/ Xxxx Xxxxxxx (SEAL)
----------------------------------
Its: President
---------------------------------------
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SPECIAL STIPULATIONS
37.0 As-Is:
Lessee agrees to accept the premises in "as-is" condition. Lessor
agrees that the HVAC, electrical and plumbing fixtures will be in a
satisfactory operating condition at the time of occupancy, after which
time they become the sole responsibility of the Lessee. Lessee agrees
to maintain said condition throughout the lease term.
38.0 HVAC:
Lessor agrees to warrant the heating and air conditioning units in the
premises for a period of twelve (12) months from the date of occupancy
except normal preventative maintenance including but not limited to
filters and freon. Lessee will be responsible for all the cost for
repairs or replacements of heating and air conditioning units up to $
500.00 per occurrence and Lessor agrees to be responsible for the
portion of cost which exceeds $ 500.00 per occurrence. Lessee will
inform Lessor of a major repair or replacement prior to contracting
necessary work, subject to Lessor's approval. Lessee must have a
preventative maintenance agreement in place per paragraph 9.1 with a
reputable HVAC contractor throughout the lease term.
39.0 Agency Disclosure:
Pursuant to the Georgia Real Estate Commission Regulation 520-1-08,
the Lessee in this lease transaction was represented by Xxxxxxx
Xxxxxxx Company and Xxxxxxx Xxxxxxx Company shall receive its
compensation solely from the Lessor. The Lessor in this lease
transaction was represented by Monarch Realty, Inc. and Monarch
Realty, Inc. shall receive its compensation solely from the Lessor.
All parties in the lease transaction referred to as Lessee, Lessor and
Broker agree with and consent to the representation and compensation
disclosed herein.
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