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EXHIBIT 10.9
SEVENTH AMENDMENT TO LEASE
THIS AGREEMENT made this 16th day of July, 1998 by and between KGE
Associates, L.P., a partnership hereinafter referred to as "Landlord" and
Telemate Software, a Georgia Corporation hereinafter referred to as "Tenant".
WHEREAS, the parties hereto made and entered into a Lease Agreement
dated January 28, 1992 and as amended June 11, 1993, June 22, 1994, March 30,
1995, June 14, 1996, July 26, 1996 and August 2, 1996; for certain premises
(hereinafter referred to as the "Premises") situated at Perimeter Crest Office
Park, 0000 Xxxxxxxxx Xxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000; and
NOW, THEREFORE, in consideration of the mutual promises given one to
the other, the parties hereto intending to be legally bound, do hereby covenant
and agree as follows:
1. PREMISES.
The Premises currently being leased by Tenant under the Lease is 28,218
square feet.
2. EXPANSION SPACE.
a. The Premises shall be expanded to include an additional 1,136
square feet. "Commencement Date" means the earlier of (i) Landlord's
delivery of possession of the "Expansion Space" to Tenant, or (ii)
September 15, 1998. If by the Commencement Date Landlord has not
substantially completed the improvements to the Expansion Premises
required to be made by Landlord pursuant to Exhibit "A" attached hereto
and made a part hereof or if Landlord, for any reason whatsoever cannot
deliver possession of the Expansion Premises to Tenant by the
Commencement Date, then the Commencement Date shall be postponed (and
rent herein provided, pro-rata to the Expansion Premises, shall not
commence) until the earlier of either (i) the date of actual occupancy
of the Expansion Premises by Tenant or (ii) the date immediately
following the day Landlord has achieved substantial completion of such
improvements.
b. If, and to the extent, Landlord's substantial completion of the
improvements to the Expansion Premises pursuant to Exhibit "A" attached
hereto is delayed due to any act or omission of Tenant or anyone acting
under or for Tenant (any such delay being hereinafter referred to as
"Tenant's Delay"), then the Commencement Date shall be the date
specified above, subject to adjustment as provided therein, but without
extension as a result of Tenant's Delay; provided that from the
Commencement Date, as so determined, until the earlier of (i) the date
of actual occupancy of the Expansion Premises by Tenant or (ii) the
date immediately following the date Landlord should have achieved
substantial completion of such improvements but for Tenant's Delay,
Tenant's obligations under this Lease shall be to the payment of any
and all Rent due hereunder.
c. Within five (5) days of written request by Landlord, Tenant
agrees to execute and deliver to Landlord a Letter Agreement As To Term
and Premises pursuant to Exhibit "B" attached hereto and made a part
hereof, setting forth the exact Commencement Date of the Expansion and
stating
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that all tenant improvements to be constructed by Landlord have been
substantially completed, subject to any outstanding punch-list items.
3. ALTERATIONS AND IMPROVEMENTS.
a. Landlord will make available a Tenant Improvement Allowance
("Landlord's Tenant Improvement Allowance") of $14.00 per square foot
of Expansion Space. Included as part of the "Tenant Improvement
Allowance" shall be a construction management fee in the amount of five
percent (5%) of the actual improvement cost, and all costs associated
with architectural drawings. The design and construction of the Tenant
Improvements shall be in accordance with working drawings to be
approved by Landlord and Tenant prior to commencement of construction.
The Premises will be prepared in accordance with Exhibit "A" attached
hereto and by this reference made a part hereof ("Landlord's
Construction"). Landlord shall have such work performed promptly,
diligently and in a good and workmanlike manner.
b. Upon the substantial completion of Landlord's Construction,
Tenant shall inspect the Premises and identify "punch list" items for
Tenant's final acceptance. "Substantial Completion" means the Premise
is reasonably satisfactory for acceptance and in accordance with the
work depicted on Exhibit "A".
c. Tenant may request substitutions, additional or extra work and/or
materials over and above that required as depicted and described on
Exhibit "A" hereof and/or under Tenant's approved Plans to be performed
by Landlord, provided that the Extra Work, at Landlord's option, (i)
shall not require the use of contractors or types of contractors other
than those normally engaged by Landlord in the Building; (ii) shall not
delay completion of Landlord's Construction or the Commencement Date;
(iii) shall be practicable and consistent with existing physical
conditions in the Building and with plans for the Building which have
been filed with the applicable governmental authorities having
jurisdiction thereover; (iv) shall not impair Landlord's ability to
perform any of Landlord's obligations hereunder or under this Lease or
any other Agreement with respect to space in the Building; (v) shall
not affect any portion of the Building other than the Premises: and (v)
any such work requested by Tenant and approved by Landlord, shall not
cause Landlord's Construction to exceed the Tenant Improvement
Allowance provided for herein. All Extra Work shall require the
installation of new materials and shall be otherwise subject to
Landlord's reasonable approval.
d. In the event that Landlord's Construction, as depicted and
described on Exhibit "A", does not exceed the Tenant Improvement
Allowance of $14.00 per square foot of Expansion Space ($15,904.00) or
Phase II Expansion Space ($56,322.00) defined in Paragraph III
Subparagraph D of that certain Sixth Amendment To Lease dated August 2,
1996; Landlord acknowledges and agrees to allow Tenant to utilize any
excess Tenant Improvement Allowance within the existing Premises or
within the Additional Expansion Space described in Paragraph 6 herein;
for improvements to the Premises. Tenant acknowledges and agrees that
any such work to be performed pursuant to the herein defined excess
Tenant Improvement Allowance, shall be subject to Landlord's reasonable
approval and in the event Tenant does not utilize the excess Tenant
Improvement Allowance prior to November 1, 1999; this obligation of the
Landlord shall be null and void and of no further force or effect.
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4. TERM.
This Seventh Lease Amendment shall Commence on the Commencement Date as
defined herein and terminate September 30, 2003.
5. BASE RENTAL.
Tenant agrees to pay base rental for the Premises (28,218 square feet)
in accordance with the base rental schedules, and during the term, as
defined in the Sixth Amendment To Lease; and for this Seventh
Amendment, Tenant agrees to pay base rental for the Expansion Space
(1,136 square feet) to Landlord during the term as defined in this
Seventh Amendment To Lease, payable on or before the first day of each
and every month, in advance, in accordance with the following schedule:
Payment Periods Monthly Rent Annual Base Rent Base Rent/SF
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9/15/98 - 9/30/98 $1,126.77 $13,521.24 $11.90
10/1/98 - 9/30/99 $1,166.21 $13,994.48 $12.32
10/1/99 - 9/30/00 $1,207.02 $14,484.29 $12.75
10/1/00 - 9/30/01 $1,249.27 $14,991.24 $13.20
10/1/01 - 9/30/02 $1,292.99 $15,515.93 $13.66
10/1/02 - 9/30/03 $1,338.25 $16,058.99 $14.14
6. ADDITIONAL EXPANSION SPACE.
a. Tenant will begin leasing 4,002 square feet on the second floor
of Building 4250, as outlined on Exhibit "C", attached hereto and
incorporated herein by reference. The term for the Additional Expansion
Space shall be from October 1, 1998 through September 30, 2003.
b. Tenant agrees to pay base rental for the Additional Expansion
Space (4,002 square feet) to Landlord during the term as defined in
this Seventh Amendment To Lease, payable on or before the first day of
each and every month, in advance, in accordance with the following
schedule:
Payment Periods Monthly Rent Annual Base Rent Base Rent/SF
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10/1/98 - 9/30/99 $4,108.72 $49,304.64 $12.32
10/1/99 - 9/30/00 $4,252.12 $51,025.50 $12.75
10/1/00 - 9/30/01 $4,402.20 $52,826.40 $13.20
10/1/01 - 9/30/02 $4,555.61 $54,667.32 $13.66
10/1/02 - 9/30/03 $4,715.69 $56,588.28 $14.14
c. Landlord will make available a tenant improvement allowance
("Landlord's Tenant Improvement Allowance") of $14.00 per square foot
of "Additional Expansion Space", in accordance with Paragraph 3 above.
The design and construction of the Tenant Improvements shall be in
accordance with working drawings to be approved by Landlord and Tenant
prior to commencement of construction. The Premises will be prepared
generally in accordance with the approved plans ("Landlord's
Construction"). Landlord shall have such work performed promptly,
diligently and in a good and workmanlike manner.
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7. SIGNAGE.
At Tenant's sole cost and expense and subject to Dekalb County
Ordinances, Landlord shall approve signage as depicted on Exhibit "D",
with the following signage specifications: one (1) single-faced 3' high
x 7' wide internally illuminated sign cabinet with flat plastic facing
with mixed translucent and opaque copy reading TELEMATE SOFTWARE
coupled with the Company logo. Sign to be attached in accordance with
that depicted on Exhibit "D". All necessary electrical connections
shall be provided and paid for by Tenant, subject to Landlord's
reasonable approval, as to the method and placement of electrical
connections and hookups. The installation, maintenance and electrical
fees associated with said signage herein approved shall be at Tenant's
sole cost and expense. Foliage shall be maintained in front of the sign
location at a level below the signage as part of normal landscape
maintenance. In addition to the signage depicted on Exhibit "D",
Landlord shall approve additional signage of building standard material
and design to be placed consistent with other monument signage existing
within Perimeter Crest Office Park. The content, design, materials,
attachment, and location of additional signage shall be subject to
Landlord's reasonable prior written approval.
If requested in writing by Landlord, Tenant agrees to remove the
approved signage at Tenant's expense upon the expiration or early
termination of this Lease. Tenant shall repair all material damage
caused by such removal of signage.
By executing this Lease Amendment, Tenant agrees to maintain the
signage in good repair and condition during the term of the Lease. In
the event that Tenant does not keep the signage in good repair and
condition, Landlord shall make such necessary repairs and Tenant will
be obligated to reimburse Landlord as costs are incurred and bills are
received by Landlord for any necessary repairs. Tenant shall make
payments to Landlord within ten (10) days after receipt by Tenant of a
statement therefore from Landlord.
By executing this Lease Amendment, Tenant agrees that the failure to
render full and complete payment, when due, for expenses associated
with this Paragraph 6, shall constitute a default under the Lease.
8. TEMPORARY STORAGE.
Landlord agrees to provide approximately 300 square feet of "Temporary
Storage" to Tenant at no cost or expense until January 1, 1999.
Landlord and Tenant shall agree as to the location of the storage area
and Tenant acknowledges and agrees that in the event that Landlord
leases the Temporary Storage space, Tenant at Tenant's sole cost and
expense, shall move the stored items to another location to be provided
by Landlord.
Unless modified herein, all other terms, provisions and covenants of
the Lease Agreement dated January 28, 1992 and as amended June 11,
1993, June 22, 1994, March 30, 1995, June 14, 1996, July 26, 1996 and
August 2, 1996 (the "Lease") shall remain in full force and effect.
Landlord and Tenant do hereby ratify and confirm the Lease, as amended
hereby. This Amendment shall be governed by and construed under the
laws of the State of Georgia.
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IN WITNESS WHEREOF, the parties herein have hereto set their hands and
seals, in duplicate, the day and year first above written.
"LANDLORD"
KGE ASSOCIATES, L.P.
By: /s/ Xxxxxxxxx X. Xxxxxxx
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Secretary of G.P.
Date Executed by Landlord: 7/17/98
"TENANT"
TELEMATE SOFTWARE
By: /s/ Xxxxxxx X. Xxxxx
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Its: CEO/President
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Date Executed by Tenant: 7/16/98
(CORPORATE SEAL)
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