EXHIBIT 10.20
ATLANTA COMMERCIAL BOARD OF REALTORS
STANDARD COMMERCIAL LEASE AGREEMENT
SEPTEMBER 1997
THIS LEASE is made by and among The Mulberry Group (hereinafter called
"Landlord"), and New Millennium Multi Media, Inc., DBA Avana (hereinafter called
"Tenant"), and Xxxxxxx & Xxxxxxxxx of Georgia, Inc. (hereinafter called
"Broker").
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:
and being known as 0000 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx 00000.
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 60 months
beginning on the 15th day of July, 1999, and ending on the 14th day of July,
2004, at midnight, unless sooner terminated as hereinafter provided.
RENTAL
3. Tenant agrees to pay to Landlord, without demand, deduction or setoff,
an annual rental of $150,000 payable in equal monthly installments of $12,500 in
advance on the first day of each calendar month during the term hereof. Upon
execution of this Lease, Tenant shall pay 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 five percent (5%) 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
$12,500 as 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 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. Tenant shall pay all utility bills, including, but not limited to
water, sewer, gas, electricity, fuel, light and heat bills for the Premises, and
Tenant 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 office purposes only and no other. The
Premises shall not be used for any illegal purposes, or in any manner to create
any nuisance or trespass, or 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.
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
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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 and 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 (exclusive 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 moving 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 use 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, heating and air
conditioning equipment (including, but not limited to, replacement of parts,
compressors, air handling units and heating units) and other improvements
located thereon, except those repairs expressly required to be made by Landlord
hereunder and those noted in paragraph 41 as Landlord's responsibility. 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 tear, damage by store, 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
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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 a contractor approved by Landlord, free of any liens
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 and to restore the Premises to its prior condition,
all at Tenant's expense. All alterations, additions and improvements which
Landlord has not required Tenant to remove shall become Landlord's property and
shall be surrendered to Landlord upon 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 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 become effective, pay to the party giving
notice all cost of compliance in excess of one year's rent, or secure payment of
said sum in manner satisfactory to the party giving notice.
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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 by 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 condemner. 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 purposes 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 of the following events (hereinafter
any one of which may be referred re 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 of 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, over (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 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, expenses 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 agreement 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
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additional rent; if such rental received from such reletting during any month
are less than those to be paid during the month by Tenant hereunder, including
monthly rental and 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 this 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 stating the
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nature thereof); (B) that to the best 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 attorney-in-
fact, coupled with an interest, to execute and deliver, for an 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 usufruct 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 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.
ATTORNEY'S 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 lease equal to fifteen percent or 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 arid when it has not engaged in any wrongful conduct itself, and (B)
Broker if Broker is made a party to litigation because of its being a party to
this Lease and when Broker has not engaged in any wrongful conduct itself.
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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 compliance 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.
AGENCY DISCLOSURE
32. Landlord and Tenant hereby acknowledge that Broker has acted as an
agent for Landlord in this transaction and will be paid a real estate commission
by Landlord.
(A) Neither Broker nor any other broker identified in this Lease shall owe
any duty to Landlord or Tenant greater than what is set forth in the Brokerage
Relationships in Real Estate Transactions Act, Official Code of Georgia
Annotated Section 10-6A-1 et seq.
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BROKER'S COMMISSION
33. Broker has rendered valuable service by assisting in the creation of
the landlord-tenant relationship hereunder. The commission to be paid in
conjunction with the creation of the relationship by this Lease has been
negotiated between Landlord and Broker and Landlord hereby agrees to pay Broker
as compensation for Broker's services in procuring this Lease and creating the
aforesaid landlord-tenant relationship pursuant to the terms of a December 1,
1998 listing agreement (as modified) between Landlord and Broker.
Broker's commission shall not apply to any "additional rental" as that term
is used in this Lease. Any separate commission agreement is hereby incorporated
as a part of this Lease by reference and any third party assuming the rights and
obligations of Landlord under this Lease shall be obligated to perform all of
Landlord's obligations to Broker under said separate commission agreement. If
the Tenant becomes a tenant at will or at sufferance pursuant to Paragraph 28
above, or if the term of this Lease is extended or if this Lease is renewed or
if a new lease is entered into between Landlord and Tenant covering either the
Premises or any part thereof or covering any other premises as an expansion of,
addition to, or substitution for the Premises, regardless of whether such
premises are located adjacent to or in the vicinity of the Premises, Landlord,
in consideration of Broker's having assisted in the creation of the landlord-
tenant relationship, agrees to pay Broker additional commissions as set forth
below, it being the intention of the parties that Broker shall continue to be
compensated so long as the parties hereto, their successors and/or assigns
continue the relationship of landlord and tenant which initially resulted from
the efforts of Broker, whether relative to the Premises or any expansion
thereof, or relative to any other premises leased by Landlord to Tenant from
time to time, whether the rental therefore is paid under this Lease or
otherwise. Broker agrees that, in the event Landlord sells
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the Premises, and upon Landlord's furnishing Broker with an agreement signed by
the purchaser assuming Landlord's obligations to Broker under this Lease, Broker
will release the original Landlord from any further obligations to Broker
hereunder. If the purchaser of the Premises does not agree in writing to assume
Landlord's obligations to Broker under this Lease, Landlord shall remain
obligated to pay Broker the commissions described in this Paragraph 33 even
after the expiration of the original term of this Lease if the purchaser (A)
extends the term of this Lease; (B) renews this Lease; or (C) enters into a new
lease with Tenant covering either the Premises or any part thereof, or covering
any other premises as an expansion of, addition to, or substitution for the
Premises, regardless of whether such premises are located adjacent to or in the
vicinity of the Premises. Voluntary cancellation of this Lease shall not nullify
Broker's right to collect the commission due for the remaining term of this
Lease and the provisions contained hereinabove relative to additional
commissions shall survive any cancellation or termination of this lease. In the
event that the Premises are condemned, or sold under threat of and in lieu of
condemnation, Landlord shall, on the date of receipt by Landlord of the
condemnation award or sale proceeds, pay to Broker the commission, reduced to
its present cash value at the existing legal rate of interest, which would
otherwise be due to the end of the term contracted for under Paragraph 2 above.
LIMITATION OF BROKER'S SERVICES AND DISCLAIMER
34. Broker is a party to this Lease for the purpose of enforcing its
rights under Paragraph 33 above. Tenant must look solely to Landlord as regards
to all covenants, agreements and warranties herein contained, and Broker shall
never be liable to Tenant in regard to any matter which may arise by virtue of
this Lease. It is understood and agreed that the commissions payable to Broker
under Paragraph 33 above are compensation solely for Broker's services in
assisting in the creation of the landlord-tenant relationship hereunder;
accordingly, Broker is not obligated hereunder on account of payment of such
commissions to furnish any management services for the Premises. Landlord and
Tenant acknowledge that the Atlanta Commercial Board of REALTORS, Inc. has
furnished this Commercial Lease Agreement form to its members as a service and
that it makes no representation or warranty as to the enforceability of this
Commercial Lease Agreement form.
PURCHASE OF PROPERTY BY TENANT
35. In the event that Tenant acquires title to the Premises or any part
thereof, or any premises as an expansion of, addition to or substitution for the
Premises at any time during the term of this Lease, or any renewals thereof, or
within six (6) months after the expiration of the term hereof or the extended
term hereof, Landlord shall pay Broker a commission on the sale of the Premises
in lieu of any further commission which otherwise would have been due under this
Lease. Such commission, as negotiated between the parties, shall be six percent
(6%) of the gross sales price, payable in full at closing.
ENVIRONMENTAL LAWS
36. 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
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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
37. Time is of the essence of this Lease.
DEFINITIONS
38. "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 sublease as to the Premises covered by
assignment or sublease. "Broker" shall include the undersigned, its successors,
assigns, heirs and representatives. "Landlord", "Tenant" and "Broker" include
male and female, singular and plural, corporation, partnership or individual, as
may fit the particular parties.
NOTICES
39. 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. Notices 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: The Mulberry Group
0000 Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Tenant: New Millennium Multi Media, Inc. DBA Avana
0000 Xxxxxxxx Xxxxxxx
Xxxxxxxx, Xxxxxxx 00000
Broker: Xxxxxxx & Xxxxxxxxx of Georgia, Inc.
0000 X. Xxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
All notices shall be effective upon delivery. Any party may change his notice
address upon written notice to the other parties.
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ENTIRE AGREEMENT
40. This Lease contains the entire agreement of the parties hereto, and no
representations, inducements, promises or agreements, 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 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
41. Any special stipulations are set forth in the attached Exhibit ____.
Insofar as said Special Stipulations conflict with any of the foregoing
provisions, said Special Stipulations shall control.
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1. The rent for the first 3 months of this lease is abated.
2. The annual rental will increase by 3% per annum.
3. Tenant has deposited $12,500 with Landlord. Landlord will apply this
amounts towards the $12,500 security deposit that is due at lease
signing.
4. Landlord will provide space in a good clean working condition at
occupancy. This will include but not be limited to elevator,
mechanical systems, lighting, HVAC. Landlord will be responsible for
the upkeep of all roof-top HVAC systems, the roof and ground
maintenance throughout the term of this lease.
5. Tenant will have the full use of the interstate signage that was
formerly advertising Wolf Camera and Kodak. Any costs associated with
this sign is at Tenants expense.
6. Landlord will provide Tenant up to 50 free and unassigned parking
spaces throughout the term of the lease.
7. Landlord will provide Tenant an allowance of $5.00 per square foot
($62,500) to make alterations to Tenants space. Tenant will supply
Landlord with a plan outlining any changes Tenant plans to make in the
space for Landlord's prior approval. Payment of funds shall be made to
Tenant within 48 hours of submission of invoice to Landlord. Tenant
may elect to use any portion of funds toward lease payments at his
discretion.
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Tenant acknowledges that Tenant has read and understood the terms of this Lease
and has received a copy of it.
The date of this Agreement is _________________, 19____.
IN WITNESS WHEREOF, Purchaser, Seller and Broker have hereunto set their hands
and seals as of the date indicated below.
LANDLORD: The Mulberry Group
By: /s/ S. Xxxxx Xxxxxxx (SEAL)
-------------------------------------------
By: /s/ S. Xxxxx Xxxxxxx (SEAL)
--------------------------------------------
Date and time executed by Purchaser: 7-14-99
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TENANT: New Millennium Multi Media Inc., DBA Avana
By: /s/ Xxxxxxx X. Xxxxxxxxx III (SEAL)
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By: /s/ Xxxxxxx X. Xxxxxxxxx III (SEAL)
--------------------------------------------
Date and time executed by Seller: 7-13-99
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BROKER: Xxxxxxx & Xxxxxxxxx of Georgia, Inc.
By: /s/ Xxxxxxxx X. Xxxxx, Managing Director (SEAL)
--------------------------------------------
By: /s/ Xxxxxxxx X. Xxxxx, Managing Director (SEAL)
--------------------------------------------
Date and time executed by Broker: 7-12-99
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