LEASE
State of Georgia
County of Cherokee
This LEASE AGREEMENT is made this 8th day of November, 2000, by and
between White Mountain Partners, Inc., hereinafter referred to as
either Party of the First Part or LESSOR, and XXXXX FINANCIAL GROUP,
INC. the LESSEE, hereinafter referred to as Lessee or Tenant.
1. Premises
Lessor does hereby rent and lease to Lessee the following described
office space in the Parkway 000 Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxx.
BUILDING NUMBER: 000 XXXXXXX 000, Xxxxx 000
Rent shall be as follows:
November 8th, 2000 - November 30th, 2005: $7050.00/year
2. Term and delivery of Possession
The term of this lease shall begin on the 8th Day of November, 2000 and
will expire on midnight of the 30th Day of November, 2005. Prior to
commencement, in the event of an agreement by Lessor to improve the
premises for Lessee, said improvements will be completed pursuant to a
Construction Rider prior to the beginning date of the term hereof.
Lessor shall have no duty to improve or modify the premises unless the
Parties execute a Construction Rider and it is attached hereto.
Lessor will be deemed to have delivered the premises to Lessee when
Lessor has given to Lessee ten (10) days Notice that Lessor has
completed (or will substantially complete within 10 days of such
Notice) any applicable improvements set out in any Construction Rider,
subject only to completion of Lessor's architect's and/or contractor's
"punch list" of items which do not materially interfere with Lessee's
use and enjoyment of the premises.
Exhibit 10.2 - Pg. 1
If lessor cannot deliver the premises to Lessee/Tenant on the 8th Day
of November, 2000, this lease will not be void or voidable and Lessor
will not be liable to Tenant for any damages of any nature whatsoever
in connection therewith. In the event the delay of delivery of the
premises is due to the delay(s) of Lessor, rent will be waived by
Lessor for the period between the date in the preceding sentence for
delivery of possession and the actual delivery of premises to
Lessee/Tenant: HOWEVER, in the event the delivery of leased premises
on the date in the preceding sentence is due to the fault of Lessee's
delay(s), then rent shall NOT be waived. No delay in delivery shall
extend the term hereof.
3. Option to Extend
There shall be no option to extend this agreement, the Parties
agreeing that all terms hereof shall be newly negotiated by the
Parties at the expiration hereof, in the event Lessee/Tenant elects to
remain in the premises. In the event no new agreement is made,
Lessee/Tenant shall immediately vacate the premises upon the
expiration of the term hereof.
4. Holding Over
If Lessee remains in possession after the expiration of this Agreement
and does so WITH Lessor's acquiescence and without any distinct and
written agreement between the parties, then the terms of this
Paragraph shall govern the relations of the Parties, Notwithstanding
the expiration of the term hereof, and Lessee shall be a tenant at
will. There shall be no renewal of this lease by operation of law
under any circumstances whatsoever.
5. Surrender of the Premises
The Lessee will provide Lessor with at least 60 (sixty) calendar days
written notice prior to the expiration of the term hereof that Lessee
will either renew the lease effective upon the expiration of the term
of this agreement, or that Lessee will move from the premises at the
expiration of the term of this agreement. In the event that the
Lessee does not agree to renew the lease within 60 days prior to the
expiration of the term hereof and has not executed same within 60 days
Exhibit 10.2 - Pg. 2
prior to the expiration of the term hereof, then Lessor may proceed to
market the premises, showing same at reasonable times during business
hours to prospective new tenants.
In the event Lessee is holding over under the terms of Paragraph 4
above, then Lessor may, as of right, demand vacation of the premises
within 30 days of Notice of same at any time during a "holding over"
situation.
Upon Lessee's surrender of the premises at the expiration hereof, or
the termination hereof as set out hereinafter, or at the vacation of
the premises in a "holding over" situation as set out hereinabove.
Lessee shall return the keys to the premises to Lessor or Lessor's
designated Agent, and the premises shall be returned to Lessor in the
same condition as at the commencement of the term hereof, normal wear
and tear only being excepted.
6. Rental
Lessee shall pay to Lessor at his Office in Woodstock, Georgia (or to
any other person or at any other location designated by Lessor in
writing to Lessee) promptly and on the first date of each month during
the term hereof rent as set out hereinbelow. If the commencement date
of this agreement is other than the first day of the month, then
monthly rent to Lessor for such fractional month shall be pro-rated.
See Paragraph 1 above for rental rates.
7. Anniversary Terms
This Paragraph is deleted.
8. Late Payment Change
Rental payments are due hereunder each month on the first day of each
month. If rent is not received by the fifth day of a month, then a
late fee of ten percent (10%) of the monthly rent shall automatically
accrue and be due from Lessee in addition to the specified monthly
rent. Failure to pay rent when due, notwithstanding the provisions
hereinabove for late payments shall constitute an irrefutable
Exhibit 10.2 - Pg. 3
presumption of default under the terms of this agreement,
notwithstanding any prior acceptance of late payments hereunder by
Lessor from Lessee, and Lessor shall not be required to accept any
late payment, with or without a late fee, after the due date of the
first of the month, notwithstanding any prior forbearance's by Lessor
in this regard, regardless of the number of any such forbearance's.
Upon failure to pay by the first of the month, Lessor may demand
vacation of the premises because of default hereunder within 30 days
of the failure to pay, notwithstanding any other provision herein.
9. Common Areas
This Paragraph is deleted.
10. Utilities
Lessor shall furnish to Lessee, free of charge, the following
utilities and/or services (if any):
1. Air Conditioning;
2. Heat;
3. Water;
4. Telephone Hardware (telephone only);
5. Receptionist;]
6. Conference Room (reservation basis);
7. Weekly Janitorial Services;
Lessee shall be and is herby designated as being solely responsible
for obtaining all other utilities and/or services to the premises, and
for paying deposits in connection therewith. $165.000 non-refundable
deposit is required for all phone service set up charges. Any changes
or extra lines added will be at the lessee's expense to be billed by
Lessor's communications company.
11. Insurance
Lessor shall carry adequate insurance on the premises only. The
Lessee shall be responsible for Lessee's own insurance on the personal
property of Lessee and Lessee's employees, licensees, and other
invitees, and for personal injury to Lessee, Lessee's employees,
Exhibit 10.2 - Pg. 4
invitees, licensees or other visitors. Lessee expressly agrees hereby
that Lessee shall hold harmless and fully indemnify Lessor for any
harm or damage to the person or property of Lessee, Lessee's
employees, invitees, licensees or other visitors in the premises or
common areas, Lessee also hereby expressly agreeing (but without
limitation hereby) to hold harmless the Lessor for any harm, damage or
injury to person or property which occurs through Lessee's negligent
operation of the premises.
12. Security Deposit
Lessee shall deposit with Lessor upon the execution of this Lease
Agreement by lessor a Security Deposit in the amount of One Month's
Rent as set out hereinabove as the monthly rent for the first year
hereof, said amount being: $, to be paid in full. Said Security
Deposit shall be held by Lessor or Lessor's Agent to be non-refundable
should lease not be executed, but refunded to Lessee without interest
thereon at the expiration or termination of this lease SO LONG AS
there is no damage to the premises, normal wear and tear excepted.
13. Attorney's Fees
Lessee agrees hereby to pay any and all reasonable attorney's fees
incurred by Lessor in connection with enforcing any of the obligations
of Lessee hereunder, or incurred by Lessor in any litigation in
connection herewith in which Lessor may become involved through or on
account of this lease.
14. Use
The premises shall be used only as office space and for related
purposes and for no other purposes whatsoever. The premises shall not
be used for any illegal purposes under any circumstances. Nor shall
the premises be used to violate any rules, law or statue of any
governmental body or entity or duly constituted authority or
regulatory body or agency, nor in any manner which shall be in
violation of the insurance obtained by the Parties hereunder as set
out hereinabove, or to cause an increase in the rates of same. Lessee
hereby expressly agrees to comply with all municipal, county, state
Exhibit 10.2 - Pg. 5
and federal rules, regulations laws, ordinances, etc. applicable in
any way to Lessee's occupancy of the premises.
15. Acceptance
Lessee accepts the premises in the condition in which premises are at
present, and is suited for their intended use by Lessee. Lessor shall
not be required to make any repairs or improvements to the premises
except structural repairs necessary for safety.
16. Repairs
If restorations, or replacements, they may be made by Lessor at the
expense of the Lessee and such expense (including an additional
fifteen percent (15%) for Lessor's overhead) will be collectible as
additional rent and will be paid by Lessee within fifteen (15) days
after delivery of a statement for such expense to Lessee.
17. Alterations
This Paragraph is deleted.
18. Inspections
Lessor may enter the premises at reasonable hours:
1. To exhibit same to prospective purchasers or tenants:
2. To inspect Premises to see that Lessee is complying with all
his/her obligations hereunder;
3. To make repairs required by Lessor under the terms hereof for
repairs or modifications to adjoining space.
19. Default/Remedies
In the event:
4. The rent specified hereinabove is not paid at the time and place
when and where due within five days after written notice by
Lessor to Lessee that the rent is due and unpaid; or
Exhibit 10.2 - Pg. 6
5. The leased Premises shall be deserted or vacated; or
6. The Lessee shall fail to comply with any Rules and Regulation
now or hereafter established for the government of this building
by Lessor or any Condominium Association governing same, and
shall not cure such failure to comply within ten (10) days of
demand by Lessor or such Association to comply therewith; or
7. Any petition is filed by or against Lessee under any section or
chapter of the U. S. Bankruptcy Code as amended; or
8. Lessee shall become insolvent or make a transfer in fraud; or
9. Lessee shall make any assignment for benefit of creditors; or
10. A receiver is appointed for a substantial part of the assets of
Lessee; or
11. The leasehold interest is levied on under execution;
Lessor shall then have the option to do any of the following, in
addition to (and not in limitation of) any other remedy permitted by
law or by this lease:
a. Terminate this lease, in which event Lessee shall
immediately surrender the Premises To Lessor; but if Lessee
fails to do so, Lessor may, without further notice and
prejudice to any other remedy Lessor may have for
possession or arrearages in rent or damages for breach of
contract, enter upon the Premises and expel or remove
Lessee and his effects, by force if necessary, without
being liable to criminal prosecution or any civil claim for
damage therefore (LESSEE EXPRESSLY AND KNOWINGLY WAIVING
ANY AND ALL SUCH CLAIMS WHICH MAY ARISE IN SUCH SITUATION,
LESSEE'S WAIVER OF SAME BEING AN ESSENTIAL BASIS OF THIS
AGREEMENT); and Lessee agrees to indemnify Lessor for all
loss and damage which Lessor may suffer by reason of such
lease termination, whether through inability to relet
Premises, or through decrease in rent, or otherwise; in the
event of such termination Lessor may, at his option,
declare the entire amount of the rent which would become
Exhibit 10.2 - Pg. 7
due and payable immediately, in which event Lessee agrees
to pay the same at once, together with all rents
theretofore due, at the office of the Lessor; provided,
however that such payments shall not constitute a penalty
or forfeiture or liquidated damages, but shall merely
constitute payment in advance of the rent for the remainder
of said term. Upon making such payment, Lessee shall
receive from Lessor all rents received by Lessor from other
tenants on account of said Premises during the term of this
lease, provided, however, that the monies to which Lessee
shall so become entitles shall in no event exceed the
entire amount payable by Lessee to Lessor under the
preceding sentence of this subparagraph.
b. Enter the leased Premises as the agent of the Lessee, by
force if necessary, without Being held liable to
prosecution or any claim for damages therefore, and relet
the Premises as the agent of the Lessee, and receive the
rent therefore, and the Lessee shall pay the Lessor any
deficiency that may arise by reason of such releting, on
demand at any time and from time to time at the office of
Lessor.
Pursuit of any of the foregoing remedies shall not preclude pursuit of
any of the other remedies provided by law not expressly set out in
this Agreement accruing to Lessor.
20. Destruction or Damages
Should the demised Premises be so damaged by fire, or other cause that
rebuilding or repairs cannot be completed within one hundred eighty
(180) days from the date of such damage, then either Lessor or Lessee
may terminate this lease, in which event rent shall be abated from the
date of such damage or destruction. However, if the damage or
destruction is such that building or repairs can be completed within
one hundred eighty (180) days, the Lessor covenants and agrees to make
such repairs with reasonable promptness and dispatch and to allow
Lessee an abatement in the rent for such time as the building is
Exhibit 10.2 - Pg. 8
untenantable and proportionately for such portion of the leased
Premises as shall be untenantable and the Lease covenants and agrees
that the terms of this lease shall not be otherwise affected.
21. Condemnation
If the whole or any part of demised Premises shall be taken or
condemned by any competent authority for any public use or purpose,
then and in that event, the term of this lease shall cease and
terminate from the date when the possession of the part so taken shall
be required for such use or purpose, and the entire amount of the
condemnation award shall be paid to Lessor. The current rental,
however, shall in such case be apportioned.
22. Subordinate to Debt
This lease shall be subordinate to any Deed to Secure Debt executed by
Lessor, either now or in the future.
23. Sign
The Lessor will provide a sign for the Lessee which shall be of a
style in keeping with the signs used by the other tenants and the
Lessee agrees that he/she shall place no other sign on the Premises
other than the sign which is provided by the Lessor enumerating
tenants in the Building 285 Suites.
24. Entire Agreement
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 failure of
Lessor to exercise any power given Lessor, hereunder, or to insist
upon strict compliance by Lessee of any obligation 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.
Exhibit 10.2 - Pg. 9
25. Usufruct Only
This contract shall create the relationship of landlord and tenant
between Lessor and Lessee; no estate shall pass out of Lessor; Lessee
has only a usufruct, not subject to levy and sale.
26. Premises Relocation
Lessor reserves the right to relocate the premises to substantially
comparable space within the business center. Lessor will give Lessee
written notice of its intention to relocate the premises, and lessee
will complete its relocation within thirty (30) days after Lessor's
notice. The base monthly rent of the new space will not exceed the
base monthly rent for the former premises. If Lessee does not want to
relocate its premises, Lessee may terminate this lease effective as of
thirty (30) days after Lessor's initial notice.
27. Premises Relocation cont.
Upon Lessee's vacation and abandonment of the premises, Lessor will
pay to Lessee a sum equal to one monthly installment of the base
monthly rent payable under this lease, and will return the unused
portion of the security deposit and Lessor's and Lessee's obligation
to each other will then end.
Lessee agrees to assert no claim of any nature against Lessor in
connection with such relocation or moving. If Lessee does relocate
within the business center, then effective on the date of such
relocation this lease will be amended by deleting the description of
the original premises and substituting for it a description of such
comparable space. Lessor agrees to pay the reasonable costs of moving
Lessee to such other space within the business center.
It the Lessor, or any subsequent owner of the premises, sells the
premises, its liability for the performance of its agreements in this
lease will end on the date of the sale of the Premises and the Lessee
will look solely to the purchaser for the performance of those
agreements. Lessor may sell and assign this Lease as a part of any
such sale.
Exhibit 10.2 - Xx. 00
00. Governing Law/Construction
This Lease and all relevant incorporated or reference documents in
connection herewith shall be governed by the laws of the State of
Georgia. The Parties hereby expressly agree that this Lease shall not
be construed automatically against Lessor, notwithstanding Lessor's
drafting of same.
29. Addendum
NONE
Exhibit 10.2 - Pg. 11
IN WITNESS WHEREOF, the parties hereto have set their hands and
seals, this 8th, day of November, 2000.
/s/Xxxxxx Xxxxxxx
__________________________ __________________________
Lessor Witness
__________________________ __________________________
Lessee Witness
/s/Xxxxxx Xxxxxxx
__________________________ __________________________
White Mountain Partners Witness
(Lessor)
/s/Xxxxxxx Xxxxx
__________________________ __________________________
(Lessee) Witness
/s/Xxxxxx Xxxxxxx
__________________________ __________________________
Xxxxxx Xxxxxxx Witness
Exhibit 10.2 - Pg. 12
