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Exhibit 10.19
THE STATE OF TENNESSEE
COUNTY OF DAVIDSON
THIS INDENTURE, dated 9-26-89
WITNESSETH:
I.
LESSOR. Subject to and upon the terms, provisions and conditions
hereinafter set forth, THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED
STATES, having its principal place of business at 0000 Xxxxxx xx xxx Xxxxxxxx,
Xxx Xxxx, Xxx Xxxx 00000 (the Landlord), hereby leases unto
LESSEE. RIVENDELL OF AMERICA, INC., a Delaware corporation, having its
principal place of business at 0000 Xxxx Xxx Xxxxxxxx, Xxxxxxxxx, Xxxxxxxxx
00000 (the Tenant), and the Tenant accepts from Landlord, the premises described
as approximately 11,591 rentable square feet located on the fifth (5th) floor(s)
outlined on the floor plan(s) cross-hatched in red and attached hereto as
Exhibit A (the Premises) in the building located at 0000 Xxxx Xxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxx (the Building) (said Building, together with the land on
which it is located and all other improvements thereon being called the
Property), for the term, the rent, and subject to the conditions and covenants
hereinafter provided.
TERM. The term of this lease shall commence on November 1, 1989 and
shall end on October 31, 1994 unless sooner terminated as provided herein, to be
occupied and used by the Tenant for general offices and for no other purpose
whatsoever. No easement for light or air is included in the Premises.
In Consideration thereof, the parties covenant and agree as follows:
II.
BASE RENTAL. (a) The Tenant shall pay to the Landlord as Base Rent, in
legal tender, at the Landlord's office at c/o Xxxx X. Xxxxxxxxx & Co., 0000 Xxxx
Xxx Xxxxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000 or as directed from time to time by
Landlord's notice, the annual sum of SEE RIDER TO LEASE ATTACHED HERETO AND MADE
A PART HEREOF DOLLARS ($__________) payable in equal monthly payments of SEE
RIDER TO LEASE ATTACHED HERETO AND MADE A PART HEREOF DOLLARS ($__________)
each, in advance promptly on the first day of every calendar month of the term,
except for the first six (6) month's base rent which is waived, and pro-rata, in
advance, for any partial month, without demand, the same being hereby waived and
without any set-off or deduction whatsoever. Interest at the per annum rate
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of 12% will be charged retroactive to the first day of the month for rents not
paid by the tenth (10th) of the calendar month.
(b) It is understood that the Base Rent specified in Paragraph
(a) does not anticipate any increase in the amount of taxes on the Property or
in the cost of operation and maintenance thereof. Therefore, in order that the
rental payable throughout the term of the lease shall reflect any such increase,
the parties agree as hereinafter in this Section set forth. The annual Base Rent
payable pursuant to Paragraph (a) as increased pursuant to Paragraph (b) and (c)
of this Section is hereinafter called the "Rent." Certain terms are defined as
follows:
EXPENSE COMPONENT. The portion of the Base Rent attributable to Taxes
and Operating Expenses. The Expense Component shall be that amount experienced
by Landlord during calendar year 1989, on a per rentable square foot basis, as
determined by
NET RENTABLE AREA. The Net Rentable Area of the Building shall, for all
purposes, be deemed to be 250,000 square feet, and the Net Rentable Area of the
Premises shall be deemed to be 11,591 square feet.
TAXES. (i) All real estate taxes, including State equalization factor
if any, payable (adjusted after protest or litigation, if any) for any part of
the term of this lease, exclusive of penalties or discounts, on the Property,
(ii) any taxes which shall be levied in lieu of any such taxes on the gross
rentals of the Property*, (iii) any special assessments against the Property
which shall be required to be paid during the calendar year in respect to which
taxes are being determined, and (iv) the expense of contesting the amount or
validity of any such taxes, charges or assessments, such expense to be
applicable to the period of the item contested.
OPERATING EXPENSE. Those expenses incurred or paid on behalf of the
Landlord in respect of the operation and maintenance of the Property which, in
accordance with accepted principles of sound accounting practice is used by the
Landlord, as applied to the operation and maintenance of first class office
buildings, are properly chargeable to the operation and maintenance of the
Property, and the cost, as reasonably amortized by the Landlord, with interest
at the rate of 10% per annum on the unamortized amount, of any capital
improvement made after completion of the Building which reduces other Operating
Expenses, but in an amount not to exceed such reduction for the relevant year.
Operating Expenses shall not include franchise, excise or income taxes imposed
on the Landlord, and the cost to Landlord of any work or service performed in
any instance for any tenant (including the Tenant) at the cost of such tenant.
If Landlord shall make any capital improvement after the operating base year
during the term of this lease in compliance with the requirements of any
federal, state or local law or governmental regulation, then the reasonable
annual amortization of the cost of such improvement with interest at the prime
rate in existence at the time of completion of such improvement shall be deemed
an operating expense in each of the calendar years during which such
amortization occurs, but only if such improvements reduce building operating
expenses or are required as a life, health or safety measure not required as of
1989.
* excluding Landlord's franchise, excise or income taxes.
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In determining the amount of Operating Expenses, for the purpose of
this Section, for any Calendar year (i) if less than 95% of the Building shall
have been occupied by tenants and fully used by them, at any time during the
year, Operating Expenses shall be increased to an amount equal to the like
operating expense which would normally be expected to be incurred, had such
occupancy been 95% and had such full utilization been made during the entire
period, or (ii) if the Landlord is not furnishing any particular work or service
(the cost of which if performed by the Landlord would constitute an Operating
Expense*) to a tenant who has undertaken to perform such work or service in lieu
of the performance thereof by the Landlord, Operating Expense shall be deemed
for the purposes of this Section to be increased by an amount equal to the
additional operating expense which would reasonably have been incurred during
such period by the Landlord if it had at its own expense furnished such work or
service to such tenant.
(c) In order to provide for current payments on account of an increase
in the Taxes and Operating Expenses over the Expense Component, the Tenant
agrees that the Base Rent to be paid by Tenant shall be adjusted upward in the
event and to the extent that the actual Taxes and Operating Expense per square
foot of Net Rentable Area of the Building shall exceed the Expense Component of
the Base Rent as hereinabove set forth for any calendar year. In the event that
this Lease shall commence or terminate in the midst of a calendar year, the
Taxes and Operating Expenses for that calendar year and the Expense Component
shall be prorated for such portion of the calendar year as the Lease shall be in
effect, and the Base Rent shall be adjusted upward in the event and to the
extent that the prorated actual Taxes and Operating Expenses per square foot of
Net Rentable Area of the Building shall exceed the prorated Expense Component of
the Base Rent.
Prior to the commencement of each calendar year of Tenant's occupancy,
if it is expected that the Taxes and Operating Expenses for such year will
exceed the Expense Component attributable to the Building as a whole, Landlord
shall provide Tenant an estimate of Taxes and Operating Expenses for said
calendar year. Tenant shall pay a Base Rent for said calendar year adjusted
upward by Tenant's pro rata portion of the amount of difference between (i) the
Expense Component or the prior calendar year's estimated Taxes and Operating
Expenses, whichever is greater, and (ii) the coming year's estimated Taxes and
Operating Expenses. Within 150 days, or as soon thereafter as possible, of the
conclusion of each calendar year of the lease term, Landlord shall furnish to
Tenant an audited statement of Landlord's Taxes and Operating Expenses for said
calendar year. A lump-sum payment will be made from Landlord to Tenant or from
Tenant to Landlord as appropriate within thirty (30) days of the delivery of
such audited statement, equal to the product of (i) the Net Rentable Area of the
Premises and (ii) the difference in actual Taxes and Operating Expenses per
square foot of Net Rentable Area of the Building, and estimated Taxes and
Operating Expenses per square foot of Net Rentable Area of the Building. The
effect of this reconciliation payment is that Tenant will pay, during the lease
term, its share of increases in Taxes and Operating Expenses over the Expense
Component, and no more. The obligation of the Tenant with respect to the payment
of Rent shall survive the termination of this lease. Any payment, refund, or
credit made pursuant to this Paragraph (c) shall be made without prejudice to
any right of the Tenant to dispute, or of the Landlord to correct, any item(s)
as billed pursuant to the provisions hereof.
*other than by reason of its negligence or in breach of its lease obligations.
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(d) Upon receipt of the Landlord's statement, Tenant does hereby
covenant and agree promptly to pay the increases in Rent pursuant to Paragraphs
(b) and (c) of this Section as and when the same shall become due and payable,
without further demand therefor, and without any set-off or deduction
whatsoever. Failure to give such statement shall not constitute a waiver by
Landlord of its right to require an increase in Rent.
(e) Within 180 days after receipt of such statement, Tenant or its
authorized employee shall have the right to inspect the books of Landlord during
the business hours of Landlord at Landlord's office in the Building or, at
Landlord's option, at such other location that Landlord may specify, for the
purpose of verifying information in such statement. Unless Tenant asserts
specific error(s) within 180 days after delivery of such statement, the
statement shall be deemed to be correct.
(f) Nothing contained herein, and no decrease in Taxes and/or Operating
Expenses shall reduce Tenant's Rent below the annual Base Rent set forth in
Paragraph (a) of this Section.
(g) Tenant at all times during the term of this Lease agrees to lease
parking rights for at least 25 cars in the Parking Garage located adjacent to
the Building. No specific spaces in the Parking Garage are to be assigned to
Tenant, but Landlord shall issue to Tenant the aforesaid number of stickers or
tags, each of which will authorize parking in the Parking Garage of a car on
which the sticker or tag is displayed, or Landlord will provide a reasonable
alternative means of identifying and controlling cars authorized to be parked in
the Parking Garage. Landlord may designate the area within which each such car
may be parked and Landlord may change such designations from time to time.
Landlord may make, modify and enforce rules and regulations relating to the
parking of automobiles in the Parking Garage, and Tenant will abide by such
rules and regulations. Four (4) of Tenant's parking spaces shall be reserved.
Tenant covenants and agrees to pay Landlord during the term of this
Lease as additional rental hereunder, the sum of $0.00 per car per month (the
"Basic Parking Charge"), such sum to be payable quarterly in advance on the
first day of each and every calendar quarter during the term hereof, and a pro
rata portion of such sum shall be payable for the first partial calendar month
of any calendar quarter in the event that the lease term commences on a date
other than the first day of a calendar month.
(h) All costs and expenses and the Basic Parking Charge which Tenant
assumes or agrees to pay to Landlord pursuant to this lease, shall be deemed
additional rent and, in the event of non-payment thereof, Landlord shall have
all the rights and remedies herein provided for in case of non-payment of Rent.
III.
Lessor Covenants and Agrees With Lessee:
SERVICES. The Landlord shall provide, at Landlord's expense, except as
Services otherwise provided, the following services:
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(a) Public utilities to furnish the electricity, gas and water
utilized in operating any and all facilities serving the
Premises.
(b) Hot and cold water at those points of supply provided for general
use of other tenants in the Building; central heat and air
conditioning in season, at such temperatures and in such amounts
as are generally furnished to first-class office buildings;
routine maintenance and electric lighting service for all public
areas and special service areas of the Building in the manner and
to the extent generally furnished to first-class office building
during normal working hours.
(c) Janitor service on a five (5) day week basis excluding holidays;
provided, however, Tenant's floor covering or other improvements
meet the prior approval of the Landlord. In the event such
finishes are not considered "standard" by the Landlord, Tenant
shall pay the additional cleaning cost attributable thereto as
additional rent. Tenant shall pay said additional rent upon
presentation of a statement therefor by Landlord, and Tenant's
failure to pay shall constitute default hereunder.
(d) Electrical facilities to furnish sufficient power for
typewriters, desk top computers, voice writers, calculating
machines and other machines of similar low electrical
consumption; but not including electricity required by
duplicating and electronic data processing equipment, special
lighting in excess of building standard, and any other item of
electrical equipment which (singly) consumes more than 0.5
kilowatts at rated capacity or requires a voltage other than 120
volts single phase.
(e) All building standard fluorescent bulb replacement in all areas
and all incandescent bulb replacement in public areas, toilet and
rest room areas and stairwells.
(f) Elevator service.
Should Tenant require any additional work or service, including but not
limited to the additional work or service described above, including service
furnished outside the normal working hours, Landlord may, on terms to be agreed,
upon reasonable advance notice by Tenant, furnish such additional service and
Tenant agrees to pay the Landlord such charges as may be agreed on, but in no
event at a charge less than Landlord's actual cost plus overhead for the
additional services provided, it being agreed that the cost to the Landlord of
such additional services shall be excluded from Operating Expense.
It is understood that Landlord does not warrant that any of the
services referred to above, or any other services which Landlord may supply,
will be free from interruption, Tenant acknowledging that any one or more such
services may be suspended by reason of accidents or of repairs, alterations, or
improvements necessary to be made, or by strikes or lockouts, or by reason of
operation of the law, or causes beyond the reasonable control of Landlord. Any
such interruption or discontinuance of service shall never be deemed an eviction
or disturbance to Tenant's use and possession of the Premises, or any part
thereof, or render Landlord liable to
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Tenant for damages by abatement of rent or otherwise, or relieve Tenant from
performance of Tenant's obligations under this lease, unless such interruption
or disturbance renders the Premises untenantable for five (5) consecutive
business days, then in such case, Tenant's rent shall be abated until the
Premises are restored to a tenantable condition.
QUIET ENJOYMENT. So long as the Tenant shall observe and perform the
covenants and agreements binding on it hereunder, the Tenant shall at all times
during the term herein granted, peacefully and quietly have and enjoy possession
of the Premises without any encumbrance or hindrance by, from or through the
Landlord.
CERTAIN RIGHTS RESERVED TO THE LANDLORD. The Landlord reserves the
following rights:
(a) To name the Building and to change the name or street address of
the Landlord.
(b) To install and maintain a sign or signs on the exterior of the
Building.
(c) To designate all sources furnishing sign painting and lettering,
ice, drinking water, towels, toilet supplies, shoe shining, vending machines,
mobile vending service, catering, and like services used on the Premises or in
the Building.
(d) To constantly have pass keys to the Premises.
(e) On reasonable prior notice to the Tenant, to exhibit the Premises
to prospective tenants during the last twelve (12) months of the term, and to
any prospective purchaser, mortgagee, or assignee of any mortgage on the
Property and to others having a legitimate interest at any time during the term.
(f) At any time in the event of an emergency, and otherwise at
reasonable times, to take any and all measures, including inspections, repairs,
alterations, additions and improvements to the Premises or to the Building, as
may be necessary or desirable for the safety, protection or preservation of the
Premises or the Building or the Landlord's interests, or as may be necessary or
desirable in the operation or improvement of the Building or in order to comply
with all laws, orders and requirements of governmental or other authority.
(g) To install vending machines of all kinds in the Premises, and to
provide mobile vending service therefor, and to receive all of the revenue
derived therefrom; provided, however, that no vending machines shall be
installed by Landlord in the Premises nor shall any mobile vending service be
provided therefor, unless Tenant so requests.
(h) To provide and install at Tenant's cost, all letters or numerals on
doors in the Premises. All such letters and numerals shall be in the Building
standard graphics, and no other shall be used or permitted on the Premises.
ESTOPPEL CERTIFICATE BY TENANT. The Tenant agrees that from time to
time upon not less than ten (10) days prior request by the Landlord, the Tenant
will deliver to the Landlord a
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statement in writing certifying (a) that the lease is unmodified and in full
force and effect (or if there have been modifications that the same is in full
force and effect as modified and identifying the modifications), (b) the dates
to which the Rent and other charges have been paid, and (c) that, so far as the
person making the certificate knows, the Landlord is not in default under any
provision of this lease, and, if the Landlord is in default, specifying each
such default of which the person making the certificate may have knowledge, it
being understood that any such statement so delivered may be relied upon by any
landlord under any ground or underlying lease, or any prospective purchaser,
mortgagee, or any assignee of any mortgage on the Property.
WAIVER OF CERTAIN CLAIMS. The Tenant, to the extent permitted by law,
waives all claims it may have against the Landlord, and against the Landlord's
agents and employees for damage to person or property sustained by the Tenant,
its employees or invitees, resulting from any part of the Property or any
equipment or appurtenances becoming out of repair, or resulting from any
accident in or about the Property or resulting directly or indirectly from any
act or neglect of any tenant or occupant of any part of the Property or of any
other person, unless such damage is a result of the negligence or contributing
negligence of Landlord, or Landlord's agents or employees. If any damage results
from any act or neglect of the Tenant, the Landlord may, at the Landlord's
option, repair such damage and the Tenant shall thereupon pay to the Landlord
the total cost of such repair. All personal property belonging to the Tenant or
any occupant of the Premises that is in or on any part of the Property shall be
there at the risk of the Tenant or of such other person only, and the Landlord,
its agents and employees shall not be liable for any damage thereto or for the
theft or misappropriation thereof unless such damage, theft or misappropriation
is a result of the negligence or contributory negligence of Landlord or
Landlord's agents or employees. The Tenant agrees to hold the Landlord harmless
and indemnified against claims and liability for injuries to all persons and for
damages to or loss of property occurring in or about the Property, due to any
act of negligence or default under this lease by the Tenant, its contractors,
agents or employees.
To the extent that the Tenant carries hazard insurance on any of its
property in the Premises and to the extent that the Landlord carries hazard
insurance on the Property, each policy of insurance shall contain, if obtainable
from the insurer selected by the Tenant or the Landlord, as the case may be,
without additional expense, a provision waiving subrogation against the other
party to this lease. If such provision can be obtained only at additional
expense, the obligation to obtain such provision shall continue if the other
party, on notice shall pay the amount of such additional expense. Each of the
parties hereto releases the other with respect to any liability which the other
may have for any damages by fire or other casualty with respect to any liability
which the other may have for any damages by fire or other casualty with respect
to which the party against whom such release is claimed shall be insured under a
policy or policies of insurance containing such provision waiving subrogation.
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IV.
LESSEE COVENANTS AND AGREES WITH LESSOR.
LIABILITY INSURANCE. Landlord and Tenant shall, at their expense,
maintain during the term, liability insurance, contractual liability insurance
and property damage insurance under policies issued by insurers of recognized
responsibility, with limits of not less than $1,000,000.00 for personal injury,
bodily injury, death, or for damage or injury to or destruction of property
(including the loss of use thereof) for any one occurrence. Tenant's policies
shall name Landlord, its agents, servants and employees as additional insureds.
Certificates of insurance shall be furnished to Landlord. **comprehensive public
HOLDING OVER. If the tenant retains possession of the Premises or any
part thereof after the termination of the term, the Tenant shall pay the
Landlord Rent at 150% of the monthly rate specified in Section 1 for the time
the Tenant thus remains in possession and, in addition thereto, shall pay the
Landlord for all damages, consequential as well as direct, sustained by reason
of the Tenant's retention of possession. If the Tenant remains in possession of
the Premises, or any part thereof, after the termination of the term, such
holding over shall, constitute a renewal of this lease on a month to month
basis, cancelled by either party on thirty (30) days prior written notice. The
provisions of this Section do not exclude the Landlord's rights or re-entry or
other right hereunder.
ASSIGNMENT AND SUBLETTING. (a) The Tenant shall not, without the
Landlord's prior written consent*, (a) assign, convey, mortgage, pledge,
encumber or otherwise transfer (whether voluntarily or otherwise) this lease or
any interest under it; (b) allow any transfer thereof or any lien upon the
Tenant's interest by operation of law; (c) sublet the Premises or any part
thereof, or (d) permit the use or occupancy of the Premises or any part thereof
by any one other than Tenant.
(b) Notwithstanding anything herein to the contrary, if at any time or
from time to time during the Term, Tenant desires to sublet or assign the lease
with respect to all or part of the Premises, Tenant shall notify Landlord in
writing (hereinafter referred to in this Section as the "Notice") of the terms
of the proposes subletting or assignment and the area proposed to be sublet or
covered by the assignment.
*which shall not be unreasonably withheld.
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If the Landlord approves in writing the terms of the proposed
assignment or sublease and the proposed assignee or sublessee but a fully
executed counterpart of such assignment or sublease is not delivered to Landlord
within sixty (60) days after the date of Landlord's approval, then Landlord's
approval of the proposed assignment or sublease shall be deemed null and void
and Tenant shall again comply with all the conditions of this Section as if the
Notice and options hereinabove referred to had not been given and received.
(d) Tenant agrees to pay to Landlord, on demand, reasonable costs
incurred by Landlord in connection with any request by Tenant for Landlord to
consent to any assignment or subletting by Tenant.
(e) If, with the consent of the Landlord, this lease be assigned or if
the Premises or any part thereof be sublet or occupied by anyone other than
Tenant, Landlord may, after default by Tenant, collect rent from the assignee,
subtenant or occupant, and apply the net amount collected to the Rent and
Additional Rent herein reserved, but no such assignment subletting, occupancy or
collection shall be deemed a waiver of any of Tenant's covenants contained in
this lease or the acceptance of the assignee, subtenant or occupant as Tenant,
or a release of Tenant from further performance by Tenant of covenants on the
part of Tenant herein contained.
(f) Tenant shall remain liable in the event of any assignment or
sub-letting.
CONDITION OF PREMISES. Tenant's taking possession of the Premises shall
be conclusive evidence as against the Tenant that the Premises were in good
order and satisfactory condition with the Tenant took possession, except as to
latent defects. No promise of the Landlord to alter, remodel, repair or Improve
the Premises or the Building have been made by Landlord to Tenant, other than as
may be contained herein or in a separate Work Letter Agreement signed by
Landlord and Tenant. At the termination of this lease, the Tenant shall return
the Premises broom-clean and in as good condition as when the Tenant took
possession, ordinary wear and loss by fire or other casualty excepted, falling
which the Landlord may restore the Premises to such condition and the Tenant
shall pay the cost thereof on demand. The provisions of this Section IV shall
survive the termination of this lease.
USE OF PREMISES. The Tenant agrees to comply with the following rules
and regulations and with such reasonable modifications thereof and additions
thereto as the Landlord
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may hereinafter from time to time make for the Building. The
Landlord shall not be responsible for the non-observance by
any other tenant of any of said rules and regulations.
(a) The Tenant shall not exhibit, sell or offer for
sale on the Premises or in the Building any article or thing
except those articles and things essentially connected with
the stated use of the Premises by the Tenant without the
advance consent of the Landlord.
(b) The Tenant will not make or permit to be made any
use of the Premises or any part thereof which would violate
any of the covenants, agreements, terms, provisions and
conditions of this lease or which directly or indirectly is
forbidden by public law, ordinance or governmental regulation
or which may be dangerous to life, limb, or property, or which
may invalidate or increase the premium cost of any policy of
insurance carried on the Building or covering its operation,
or which will suffer or permit the Premises or any part
thereto to be used in any manner or anything to be brought
into or kept therein which, in the judgment of Landlord, shall
in any way impair or tend to impair the character, reputation
or appearance of the Property as a high-quality office
building,, or which will impair or interfere with or tend to
impair or interfere with any of the services performed by
Landlord for the Property.
(c) The Tenant shall not display, inscribe, print,
paint, maintain or affix on any place in or about the Building
any sign, notice, legend, direction, figure or advertisement,
except on the doors of the Premises and on the Directory
Board, and then only such names) and matter, and in such
color, size, style, place and materials, as shall first have
been approved by the Landlord. The listing of any name other
than that of Tenant, whether on the doors of the Premises, on
the Building directory, or otherwise, shall not operate to
vest any right of interest in this lease or in the Premises
tor to be deemed to be the written consent of landlord mention
in Section III, it be expressly understood that any such
listing is a privilege extended by Landlord revocable at will
bey written notice to Tenant.
(d) The Tenant shall not advertise the business,
profession or activities of the Tenant conducted in the
Building in any manner which violates the Letter or spirit of
any code of ethics adopted by any recognized association or
organization pertaining to such business, profession or
activities, and shall not use the name of the Building for any
purpose other than that of the business address of the Tenant,
and shall never use any picture or likeness of the Building in
circulars, notices, advertisements or correspondence without
the Landlord's consent.
(e) No additional locks or similar devices shall be
attached to any door or window without Landlord's prior
written consent. No keys for any door other than others
provided by the Landlord shall be made. If more than two keys
for one lock are desired, the Landlord will provide the same
upon payment by the Tenant.
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All keys must be returned to the Landlord at the expiration or
termination of this lease.
(f) The Tenant shall not make any alterations,
Improvements or additions to the Premises including, but not
limited to, wall coverings, floor coverings and special
lighting installations, without the Landlord's advance written
consent in each and every instance. In the event Tenant
desires to make any alterations, Improvements or additions,
Tenant shall first submit to Landlord plans and specifications
therefore and obtain Landlord's written approval thereof prior
to commencing any such work. All alterations, Improvements or
additions, whether temporary or permanent in character, made
by Landlord or Tenant in or upon the Premise shall become
Landlord's property and shall remain upon the Premises at the
termination of this lease without compensation to Tenant
(excepting only Tenant's movable office furniture, trade
fixtures, office and professional equipment) provided,
however, that landlord shall have the right to require Tenant
to remove such alternations, Improvements or additions, at
Tenant's cost, upon the termination of this lease and to
repair any damage to the Premises resulting therefrom, and
Tenant may remove millwork or other*
(g) All persons entering or leaving the Building
after hours on Monday through Friday, or at any time on
Saturdays, Sundays or holidays, may be required to do so under
such regulations as the Landlord may Impose. The Landlord may
exclude or expel any peddler.
(h) The Tenant shall not overload any floor. The
Landlord may direct the time and manner of delivery, routing
and removal, and the location, of safes and other heavy
articles.
(i) Unless the Landlord gives advance written
consent, the Tenant shall not install or operate any steam or
internal combustion engine, boiler, machinery, refrigerating
or heating device or air-conditioning apparatus in or about
the Premises, or carry on any mechanical business therein, or
use the Premises for housing accommodations or lodging or
sleeping purposes, or do any cooking therein, or use any
illumination other than electric light, or use or permit to be
brought into the Building any inflammable fluids such as
gasoline, kerosene, naphtha, and benzine, or any explosives,
radioactive materials or other articles deemed extra hazardous
to life, limb or property except in a manner which would not
violate any ordinance or regulation of the City. The Tenant
shall not use the Premises for any illegal or immoral purpose.
(j) The Tenant shall cooperate fully with the
Landlord to assure the effective operating of the Building's
air-conditioning system, including the closing of venetian
blinds and drapes, and if windows are operable to keep them
closed when the air-conditioning system is in use.
* built-in fixtures installed by Tenant, at its expense, provided Premises are
restored to its original condition, ordinary wear and tear excepted.
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(k) The Tenant shall not contract for any work or
service which might involve the employment of labor
incompatible with the Building employees or employees of
contractors doing work or performing services by or on behalf
of the Landlord.
(l) The sidewalks, halls, passages, exits, entrances,
elevators and stairways shall not be obstructed by the Tenant
or used for any purpose other than for Ingress to and egress
from its Premises. The halls, passages, exists, entrances,
elevators, stairways and roof are not for the use of the
general public and the Landlord shall in all cases retain the
right to control and prevent access thereto by all persons
whose presence, in the judgment of the Landlord, shall be
prejudicial to the safety, character, reputation and interests
of the Building and its tenants, provided that nothing herein
contained shall be constructed to prevent such access to
persons with whom the Tenant normally deals in the ordinary
course of Tenant's business unless such persons are engaged in
illegal activities. No Tenant and no employees or invitees of
any Tenant shall go upon the roof or mechanical floors of the
Building.
(m) Tenant shall not use, keep or permit to be used
or kept any foul or noxious gas or substance in the Premises,
or permit or suffer the Premises to be occupied or used in a
manner, offensive or objectionable to the Landlord or other
occupants of the Building by reason of noise, odors and/or
vibrations, or interfere in any way with other tenants or
those having business therein, nor shall any animals or birds
be brought in or kept in or about the Premises or the
Building.
(n) Tenant shall see that the doors, and windows, if
operable, of the Premises are closed and securely locked
before leaving the Building and must observe strict care and
caution that all water apparatus are entirely shut off before
Tenant or Tenant's employees leave the Building, and that all
electricity shall likewise be carefully shut off so as to
prevent waste or damage, and for any default or carelessness
Tenant shall make good all injuries or losses sustained by
other tenants or occupants of the Building or Landlord.
In addition to all other liabilities for breach of
any covenant of this Section, the Tenant shall pay to the
Landlord an amount equal to any increase in insurance premiums
payable by the Landlord or any other tenant in the Building,
caused by such breach.
REPAIRS. Tenant shall give to Landlord prompt written notice of any
damage to, or defective condition in any part or appurtenance of the Building's
plumbing, electrical, heating, air-conditioning or other systems serving,
located in, or passing through the Premises. Subject to the provisions of
Section V, the Tenant shall, at the Tenant's own expense, keep the Premises in
good order, condition and repair during the term, except that the Landlord, at
the Landlord's expense (unless caused by the fault or negligence of the Tenant,
its contractors, agents, or employees) shall keep in repair the elevators,
electrical lines, plumbing fixtures located in the Building (except those
installed by or for Tenant with Landlord's approval) heating and
air-conditioning equipment,
13
outside walls, including windows, and roof. The Tenant at the Tenant's expense,
shall comply with all laws and ordinances, and all rules and regulations of all
governmental authorities and of all insurance bodies at any time in force,
applicable to the Premises or to the Tenant's use thereof, except that the
Tenant shall not hereby be under any obligation to comply with any law,
ordinance, rule or regulation requiring any structural alteration of or in
connection with the Premises, unless such alteration is required by reason of a
condition which has been created by, or at the instance of, the Tenant, or is
required by reason of a breach of any of the Tenant's covenants and agreements
hereunder. Landlord shall not be required to repair any injury or damage by fire
or other cause or to make any repairs or replacements of any panels, decoration,
office fixtures, railing, ceiling, floor covering, partitions, or any other
property installed in the Premises by the Tenant.
X.
Xxxxxx and Lessee mutually covenant and agree as follows:
UNTENANTABILITY. If the Premises are made untenantable in whole or in
part by fire or other casualty the Rent, until repairs shall be made or the
lease terminated as hereinafter provided, shall be apportioned on a per diem
basis according to the part of the Premises which is usable by the Tenant, if,
but only if, such fire or other casualty be not caused by the fault or
negligence of the Tenant, its contractors, agents, or employees. If such damage
shall be so extensive that the Premises cannot be restored to Building Standard
by the Landlord within a period of four (4) months, either party shall have the
right to cancel this lease by notice to the other given at any time within
thirty (30) days after the date of such damage; except that if such fire or
casualty resulted from the Tenant's fault or negligence, the Tenant shall have
no right to cancel. If a portion of the Building other than the Premises shall
be so damaged that in the opinion of the Landlord the Building should be
restored in such a way as to alter the Premises materially, the Landlord may
cancel this lease by notice to the Tenant given at any time within thirty (30)
days after the date of such damage. In the event of giving effective notice
pursuant to this Section, this lease and the term and estate hereby granted
shall expire on the date fifteen (15) days after the giving of such notice as
fully and completely as if such date were the date hereinbefore set for the
expiration of the term of this lease. If this lease is not so terminated, the
Landlord will promptly repair the damage at the Landlord's expense.
EMINENT DOMAIN. (a) In the event that title to the whole or any part of
the Premises shall be lawfully condemned or taken in any manner for any public
or quasi-public use, this lease and the term and estate hereby granted shall
forthwith cease and terminate as of the date of vesting of title and the
Landlord shall be entitled to receive the entire award related to the real
property, the Tenant hereby assigning to the Landlord the Tenant's interest
therein, if any. Tenant shall be entitled to the amount of the award, if any,
for Tenant's personal property in the Premises and moving expenses it incurs.
(b) In the event that title to a substantial part of the Building other
than the Premises shall be so condemned or taken and if in the opinion of the
Landlord, the Building should be restored in such a way as to alter the Premises
materially, the Landlord may terminate this lease and the term and estate hereby
granted by notifying the Tenant of such termination within sixty
14
(60) days following the date of vesting of title, and this lease and the term
and estate hereby granted shall expire on the date specified in the notice of
termination, not less than sixty (60) days after the giving of such notice, as
fully and completely as if such date were the date hereinbefore set for the
expiration of the term of this lease, and the Rent hereunder shall be
apportioned as of such date.
LANDLORD'S REMEDIES. All rights and remedies of the Landlord herein
enumerated shall be cumulative and none shall exclude any other right or remedy
allowed by law. In addition to the other remedies in this lease provided, the
Landlord shall be entitled to the restraint by injunction of the violation or
attempted violation of any of the covenants, agreements or conditions of this
lease.
(a) If the Tenant shall (i) apply for or consent to
the appointment of a receiver, trustee or liquidator of the
Tenant or of all or a substantial part of its assets, (ii)
admit in writing its inability to pay its debts as they come
due, (iii) make a general assignment for the benefit of
creditors, (iv) file a petition or an answer seeking
reorganization or arrangement with creditors or to take
advantage of any insolvency law other than the federal
Bankruptcy Code, or (v) file an answer admitting the material
allegations of a petition filed against the Tenant in any
bankruptcy, reorganization or insolvency proceeding other than
the Federal Bankruptcy Code or if an order, judgment or decree
shall be entered by any court of competent jurisdiction,
except for a bankruptcy court or a federal court sitting as a
bankruptcy court, adjudicating the Tenant insolvent or
approving a petition seeking reorganization of the Tenant or
appointing a receiver, trustee or liquidator of the Tenant or
of all or a substantial part of its assets, then, in any of
such events, the Landlord may give to the Tenant a notice of
intention to end the term of this lease specifying a day not
earlier than ten (10) days thereafter, and upon the giving of
such notice the term of this lease and all right, title and
interest of the Tenant hereunder shall expire as fully and
completely on the day so specified as if that day were the
date herein specifically fixed for the expiration of the term.
(b) If Tenant defaults in the payment of Rent and
such default continues for ten (10) days after notice, or
defaults in the prompt and full performance of any other
provision of this Lease and such default continues for twenty
(20) days after notice* or if the leasehold interest of the
Tenant be levied upon under execution or be attached by
process of law, or if the Tenant abandons the Premises, then
and in any such event the Landlord may, at its election,
either terminate this lease and the Tenant's right to
possession of the Premises or, without terminating this lease,
endeavor to relet the Premises. Nothing herein shall be
construed so as to relieve the Tenant of any obligation,
including the payment of Rent, as provided in this lease.
(c) Upon any termination of this lease, the Tenant
shall surrender possession and vacate the Premises
immediately, and deliver possession thereof to the Landlord,
and hereby grants to the Landlord full and free license to
enter into and upon the Premises in such event with or without
process of law and to
15
repossess the Landlord of the Premises as of the Landlord's
former estate and to expel or remove the Tenant and any others
who may be occupying or within the Premises and to remove any
and all property therefrom, using such force as may be
reasonably necessary, without being deemed in any manner
guilty of trespass, eviction or forcible entry or detainer,
and without relinquishing the Landlord's right to Rent or any
other right given to the Landlord hereunder or by operation of
law.
(d) If the Tenant abandons the Premises or the
Landlord otherwise becomes entitled so to elect, and the
Landlord elects, without terminating this lease, to endeavor
to relet the Premises, the Landlord may, at the Landlord's
option enter into the Premises, remove the Tenant's signs and
other evidence of tenancy, and take and hold possession
thereof as in Paragraph (c) of this Section provided, without
such entry and possession terminating this lease, or releasing
the Tenant, in whole or in part, from the Tenant's obligation
to pay the Rent hereunder for the full term as hereinafter
provided. Upon and after entry into possession without
termination of this lease, the Landlord may relet the Premises
or any part thereof for the account of the Tenant to any
person, film or corporation other than the Tenant for such
rent, for such time and upon such terms as the Landlord shall
determine to be reasonable (in accordance with the then
prevailing market conditions and terms). In any such case, the
Landlord may make repairs, alterations and addition in or to
the Premises, and redecorate the same to the extent deemed by
the Landlord reasonably necessary or reasonably desirable, and
the Tenant shall, upon demand, pay the cost thereof, together
with the Landlord's reasonable expenses of the reletting. If
the consideration collected by the Landlord upon any such
reletting for the Tenant's account is not sufficient to pay
monthly the full amount of the Rent reserved in this lease,
together with the cost of repairs, alterations, additions,
redecorating and the Landlord's expenses, the Tenant shall pay
the Landlord the amount of each monthly deficiency upon
demand.
(e) If the Landlord elects to terminate this lease in
any of the contingencies specified in this Section, it being
understood that the Landlord may elect to terminate the lease
after and notwithstanding its election to terminate the
Tenant's right to possession as in Paragraph (b) of this
Section provided, the Landlord shall be entitled to recover as
damages, and not as a penalty, an amount equal to the Rent and
Additional Rent provided in this lease for the residue of the
stated term hereof, less the fair rental value of the Premises
for the residue of the stated term as the same accrues.
(f) Any and all property which may be removed from
the Premises by the Landlord pursuant to the authority of this
lease or of law, to which the Tenant is or may be entitled,
may be handled, removed or stored by the Landlord at the risk,
cost and expense of the Tenant, and the Landlord shall in no
event be responsible for the value, preservation or
safekeeping thereof. The Tenant shall pay to the Landlord upon
demand, any and all expenses incurred in such removal and all
storage charges against such property so long as the same
shall be in the
16
Landlord's possession or under the Landlord's control. Any
such property of the Tenant not removed from the Premises or
retaken from storage by the Tenant within thirty (30) days
after the end of the term or of the Tenant's right to
possession of the Premises, however terminated, shall be
conclusively deemed to have been forever abandoned by the
Tenant and either may be retained by Landlord as its property
or may be disposed of in such manner as Landlord may see fit.
(g) The Tenant agrees that if it shall at any time
fail to make any payment or perform any other act on its part
to be made or performed under this lease, the Landlord may,
but shall not be obligated to, and after reasonable notice or
demand and without waiving, or releasing the Tenant from, any
obligation under this lease, make such payment or perform such
other act to the extent the Landlord may deem desirable, and
in connection therewith to pay expenses and employ counsel.
The Tenant agrees to pay a reasonable attorney's fee if legal
action is required to enforce performance by Tenant of any
condition, obligation or requirement hereunder. All sums to be
paid by the Landlord and all expenses in connection therewith,
together with interest at the prime rate in existence at the
time from the date of payment, shall be deemed additional rent
hereunder and payable at the time of any installment of Rent
thereafter becoming due and the Landlord shall have the same
rights and remedies for the non-payment thereof, or of any
other additional rent, as in the case of default in the
payment of Rent.
SUBORDINATION OF LEASE. The rights of the Tenant under this lease shall
be and are subject and subordinate at all times to all ground leases, and/or
underlying leases, if any, now or hereafter in force against the Property, and
to the lien of any mortgage now or hereafter in force against such leases and/or
the Property, and to all advances made or hereafter to be made upon the security
thereof, and to all renewals, modifications, consolidations, replacements and
extensions thereof. This Section is self-operative and no further instrument of
subordination shall be required. In confirmation of such subordination, Tenant
shall promptly execute such further instruments as may be requested by the
Landlord, provided Tenant receives reasonably satisfactory assurances that its
tenancy will not be disturbed so long as Tenant is not in default of its
obligations under the Lease. The Tenant hereby irrevocably appoints the Landlord
as attorney-in-fact for the Tenant with full power and authority to execute and
deliver in the name of the Tenant any such instrument or instruments. Tenant, at
the option of any mortgagee, agrees to attorn to such mortgagee in the event of
foreclosure sale or deed in lieu thereof.
COMMENCEMENT OF POSSESSION. If the Landlord shall be unable to give
possession of the Premises on the date of the commencement of the term hereof
because the Premises shall not be ready for occupancy, the Landlord shall not be
subject to any liability for the failure to give possession on said date. Under
such circumstances, unless the delay is the fault of the Tenant, the Rent shall
not commence until the Premises are available for occupancy by the Tenant, and
no such failure to give possession on the date of commencement of the term shall
in any wise affect the validity of this lease or the obligations of the Tenant
hereunder, nor shall same be construed in any wise to extend the term of this
lease. If, at the Tenant's request, the Landlord shall make the Premises
available to the Tenant prior to the date of commencement of the term for the
purpose of decorating, furnishing and equipping the Premises, the use of the
Premises for such work shall
17
not create a landlord-tenant relationship between the parties nor constitute
occupancy of the Premises within the meaning of the next sentence, but the
provisions of Section III of this lease shall apply. If, with the consent of the
Landlord, the Tenant shall enter into occupancy of the Premises to do business
therein prior to the date of commencement of the term, provisions of this lease
shall apply and the Rent shall accrue and be payable at the first rate specified
in Paragraph (a) of Section II. from the date of occupancy.
NOTICES AND CONSENTS. All notices, demands, requests, consents or
approvals which may or are required to be given by either party to the other
shall be in writing and shall be deemed given when sent by United States
Certified or Registered Mail, postage prepaid, (a) if for the Tenant, addressed
to the Tenant at the Building, or at such other place as the Tenant may from
time to time designate by notice to the Landlord, or (b) if for the Landlord,
addressed to the office of the Landlord in the Building with a copy to Landlord
addressed to c/o Xxxx X. Xxxxxxxxx & Co., 0000 Xxxx Xxx Xxxxxxxx, Xxxxxxxxx,
Xxxxxxxxx 00000 or at such otherp lace as the Landlord may from time to time
designate by notice to the Tenant. All consents and approvals provided for
herein must be in writing to be valid. If the term Tenant as used in this lease
refers to more than one person, any notice, consent, approval, request, xxxx,
demand or statement, given as aforesaid to any one of such persons shall be
deemed to have been duly given to Tenant.
SPRINKLERS. If there now is or shall be installed in the Building a
"sprinkler system," and such system or any of its appliances shall be damaged or
injured or not in proper working order by reason of any act or omission of the
Tenant, Tenant's agents, servants, employees, licensees or visitors, the Tenant
shall forthwith restore the same to good working conditions at its own expense,
and if the Board of Fire Underwriters of Fire Insurance Exchange or any bureau,
department or official of the state or city government, require or recommend
that any changes, modifications, alterations or additional sprinkler heads or
other equipment be made or supplied by reason of the Tenant's business, or the
location of partitions, trade fixtures, or other contents, of the Premises, or
for any other reason, or if any such changes, modifications, alterations,
additional sprinkler heads or other equipment, become necessary to prevent the
imposition of a penalty or charge against the full allowance for a sprinkler
system in the fire insurance rate as fixed by said Exchange, or by any fire
insurance company, Tenant shall, at the Tenant's expense, promptly make and
supply such changes, modifications, alterations, additional sprinkler head or
other equipment.
NO ESTATE IN LAND. This contract and lease shall create the
relationship of landlord and tenant between Landlord and Tenant; no estate shall
pass out of Landlord, and Tenant has only a usufruct which is not subject to
levy and sale.
IN VALIDITY OF PARTICULAR PROVISIONS. If any clause or provision of
this lease is or becomes illegal, invalid or unenforceable because of present or
future laws or any rule or regulation of any governmental body or entity,
effective during its term, the intention of the parties hereto is that the
remaining parts of this lease shall not be affected thereby unless such
invalidity is, in the sold determination of Landlord, essential to the rights of
both parties in which event Landlord has the right to terminate this lease on
written notice to Tenant.
18
WAIVER OF BENEFITS. Tenant waives the benefits of all existing and
future Rent Control Legislation and Statues and similar governmental rules and
regulations, whether in time of war or not, to the extent permitted by law.
MISCELLANEOUS TAXES. Tenant shall pay prior to delinquency all taxes
assessed against or levied upon its occupancy of the Premises, or upon the
fixture, furnishings, equipment and all other personal property of Tenant
located in the Premises, if nonpayment thereof shall give rise to a lien on the
real estate, and when possible Tenant shall cause said fixtures, furnishings,
equipment and other personal property to be assessed and billed separately from
the property of Landlord. In the event any or all of Tenant's fixtures,
furnishings, equipment and other personal property, or upon Tenant's occupancy
of the Premises, shall be assessed and taxed with the property of Landlord,
Tenant shall pay to Landlord its share of such taxes within ten (10) days after
delivery to Tenant by Landlord of a statement in writing setting forth the
amount of such taxes applicable to Tenant's fixtures, furnishings, equipment or
personal property.
SUBSTITUTE PREMISES. If the Premises contain an area of 2,000 square
feet or less, Landlord shall have the right at any time during the term hereof,
upon giving Tenant not less than sixty (60) days prior written notice, to
provide and furnish Tenant with space elsewhere in the Building of approximately
the same size as the Premises and remove and place Tenant in such space, with
Landlord to pay all reasonable costs and expenses incurred as a result of such
removal of Tenant. Should Tenant refuse to permit Landlord to move Tenant to
such new space at the end of said sixty (60) day period, Landlord shall have the
right to cancel and terminate this lease effective ninety (90) days from the
date of original notification by Landlord. If Landlord moves Tenant to such new
space, this lease and each and all of its terms, covenants and conditions shall
remain in full force and effect and be deemed applicable to such new space, and
such new space shall thereafter be deemed to be the Premises as though Landlord
and Tenant had entered into an express written amendment of this lease with
respect thereto.
BROKERAGE. Tenant represents and warrants that it has dealt with no
broker, agent or other person in connection with this transaction other than
Xxxx X. Xxxxxxxxx & Co., and FVAA, Inc., and that no broker, agent or other
person brought about this transaction, and Tenant agrees to indemnity and hold
Landlord harmless from and against any claims by other broker, agent or other
person claiming a commission or other form of compensation by virtue of having
dealt with Tenant with regard to this leasing transaction. The provisions of
this Section shall survive the termination of this lease.
SPECIAL STIPULATION. (a) No receipt of money by the Landlord from the
Tenant after the termination of this lease or after the service of any notice or
after the commencement of any suit, or after final judgment for possession of
the Premises shall reinstate, continue or extend the term of this lease or
affect any such notice, demand or suit or imply consent for any action for which
Landlord's consent is required.
(b) No waiver of any default of the Tenant hereunder shall be
implied from any omission by the Landlord to take any action on account
of such default if such
19
default persists or be repeated, and no express waiver shall affect any
default other than the default specified in the express waiver and that
only for the time and to the extent therein stated.
(c) The term "Landlord" as used in this lease, so far as
covenants or agreement on the part of the Landlord are concerned, shall
be limited to mean and include only the owner or owners of the
Landlord's interest in this lease at the time in question, and in the
event of any transfer or transfers of such interest the Landlord herein
named (and in case of any subsequent transfer, the then transferor)
shall be automatically freed and relieved from and after the date of
such transfer of all personal liability as respects the performance of
any covenants or agreements on the part of the Landlord contained in
this lease thereafter to be performed.
(d) It is understood that the Landlord may occupy portions of
the Building in the conduct of the Landlord's business. In such event,
all references herein to the other tenants of the Building shall be
deemed to include the Landlord as an occupant.
(e) The term "City" as used in this lease shall be understood
to mean the City in which the Property is located.
(f) All of the covenants of the Tenant hereunder shall be
deemed and constructed to be "conditions" as well as "covenants" as
though the words specifically expressing or importing covenants and
conditions were used in each separate instance.
(g) Tenant agrees that, upon receiving a written request from
Landlord, Tenant will with ten (10) days deliver a copy of this lease,
or if Landlord so requests, a memorandum of this lease, in recordable
form to Landlord. Tenant shall not record this lease or a memorandum
thereof without the prior written consent of Landlord.
(h) Neither party has made any representations or promises,
except as contained herein, or in some further writing signed by the
party making such representation or promise.
(i) In the absence of fraud, no person, firm or corporation,
or the heirs, legal representatives, successors and assigns,
respectively, thereof, executing this lease as agent, trustee or in any
other representative capacity shall ever be deemed or held individually
liable hereunder for any reason or cause whatsoever.
(j) In event of variation or discrepancy, the Landlord's
original copy of this lease shall control.
(k) Each provision hereof shall extend to and shall, as the
case may require, bind and inure to the benefit of the Landlord and
the Tenant and their
20
respective heirs, legal representatives and successors, and assigns in
the event this lease has been assigned with the express, written
consent of the Landlord.
(l) If, because of any act or omission of Tenant, its
employees, agents, contractors, or subcontractors, any mechanic's lien
or other lien charge or order for the payment of money shall be filed
against Landlord, or against all or any portion of the Premises, or the
Building of which the Premises are a part, Tenant shall, at its own
cost and expense, cause the same to be discharged of record, or bonded,
within thirty (30) days after the filing thereof, and Tenant shall
indemnify the save harmless Landlord against and from all costs,
liabilities, suits, penalties, claims and demands, including reasonable
attorney's fee resulting therefrom.
(m) It is understood and agreed that this lease shall not be
binding until and unless all parties have signed it.
Exhibit A and Rider to Lease consisting of three pages are attached
hereto and become part of this lease.
IN WITNESS WHEREOF, Landlord and Tenant have respectively signed and
sealed this lease as of the day and year first above written.
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
(Landlord)
By:
---------------------------------
RIVENDELL OF AMERICA, INC.
(Tenant)
ATTEST:
By:
--------------------------- ---------------------------------
Secretary
21
Exhibit A
FLOOR MAP OF PREMISES.
22
Rider to Lease
RIDER TO LEASE, DATED __________________, 1989, between THE EQUITABLE
LIFE ASSURANCE SOCIETY OF THE UNITED STATES, as Landlord, and RIVENDELL OF
AMERICA, INC, as Tenant.
Base Rent. Tenant agrees to pay Landlord for the use of the Premises
in lawful money of the United States, a base monthly rent in accordance with
the following schedule:
Year Annual Monthly
---- ------ -------
Year 1 $105,478.10 $ 8,789.84
Year 2 $175,024.10 $14,585.34
Year 3 $198,206.10 $16,517.18
Year 4 $209,797.10 $17,483.09
Year 5 $209,797.10 $17,483.09
The base rent specified above shall be paid in accordance with the provisions of
Article II of this Lease.
Landlord shall xxxxx the monthly installments of Base Rental for the
first six (6) months of the initial Term of this Lease.
Renewal Option. Tenant shall have the option to renew this Lease for
one (1) successive five (5) year term under the same terms and conditions of the
Lease, except that Base Rent for the renewal term shall be calculated at the
then current market rate for the Premises, provided however, that: (1) the
Tenant shall have notified the Landlord in writing of its election to renew the
term at least six (6) months prior to the commencement of such term, and (2) at
the time of such election and at the time of commencement of such terms, the
Tenant shall not be in default under any of the terms, covenants or conditions
of the Lease with respect to a matter as to which notice of default has been
given hereunder and which has not been remedied within the time limited in this
Lease and this Lease has not been terminated.
Right of First Refusal. Tenant shall have the continuing right of first
refusal for adjacent space on the Fifth Floor. When such space becomes
available, Landlord shall notify Tenant in writing that it is under firm
negotiations with a prospective tenant and should Tenant decide to lease said
space, Tenant may do so under the same terms and conditions as provided in this
Lease, including Base Rent, provided that Tenant notify Landlord in writing of
its desire to lease said additional space within five (5) business days after
receiving said written notification from Landlord.
23
Improvements. Landlord shall, at its expense, furnish and install the
improvements shown on Tenant's plans and specifications, dated 9-28-89, and such
shall be completed on or before 11-1-89.
Moving Allowance. Landlord shall, upon the Commencement Date of this
Lease, provide Tenant with a moving expense allowance equal to $1.00 per
rentable square foot of the Premises.
Landlord's execution of this Lease is subject to the "buy out" and
cancellation of Hospital Corporation of America's existing lease.
Additional Space. Commencing February 1, 1990, Tenant shall lease an
additional 1,883 rentable square feet of adjacent space (See Exhibit A, attached
hereto) under the same terms and conditions of the Lease, including base rental
rate and abatement of monthly rent due on the additional space from February 1,
1990 through July 31, 1990. Tenant shall also receive an improvement allowance
not exceed $7.00 per rentable square foot of the additional space. This
expansion is subject to Landlord's receipt and execution of a cancellation
agreement with the tenant currently occupying said space.
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
(Landlord)
By:__________________________________
RIVENDELL OF AMERICA, INC.
(Tenant)
By:__________________________________
24
XXXX X. XXXXXXXXX & CO.
Realtor
0000 Xxxx Xxx Xxxxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Leasing/Management Agent __________________, 0000
Xxxxxxxxx xx Xxxxxxx Inc.
0000 Xxxx Xxx Xxxxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Gentlemen:
The following will confirm our agreement with respect to certain
storage space on the Fifth (5th) Floor of the 0000 Xxxx Xxx Xxxxxxxx xx
Xxxxxxxxx, Xxxxxxxxx, to be used by your firm for storage purposes, which is
leased to you under the following terms and conditions:
1. This Lease and rental provided for hereunder shall be on a
month-to-month basis commencing January 17, 1990.
2. The Base Rent for this space shall be $56.00 per month, payable in
advance, on the first day of each calendar month at the office of the Landlord
in Nashville, Tennessee. The Base Rent shall include Tenant's cost of
electricity so long as Tenant uses the premises solely for storage purpose.
Should Tenant use the space for any other purposes, Tenant shall be invoiced for
electricity consumption accordingly.
3. Tenant agrees to accept the premises demised herein in "as-is" broom
clean condition, and any improvements thereto shall be constructed with
Landlord's consent, at Tenant's sole expense, and Tenant shall pay for the same
within fifteen (15) days of being invoiced therefor by Landlord, and said amount
shall be deemed additional rent until paid.
4. Tenant shall have the option to cancel this Lease upon thirty days
prior written notice to landlord of its intention to cancel.
5. This space represent 112 sq. ft. rentable area.
25
Please indicate your acceptance to the above agreement by signing and
returning the enclosed copy of this letter.
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
Witness: (Landlord)
By:_________________________ By:____________________________
Witness:
RIVENDELL OF AMERICA, INC.
By:_________________________ (Tenant)
By:____________________________
SOUTHERN REGIONAL OFFICE: FIRST AMERICAN CENTER, NASHVILLE, TN. 615/255-4818
MAIN OFFICE: 000 XXXX XXXXX XXXXXX; XXXXXXXX, XXXX 00000 614/460-4444
