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EXHIBIT 10.18
AFCO REALTY SERVICES, LLC
STANDARD SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT is made on November 20, 2000, by and among Chevron USA
Inc. (hereinafter "Sublessor") and Manhattan Associates, Inc. (hereinafter
"Sublessee"), AFCO Realty Services, LLC (hereinafter "Broker") and Insignia/ESG,
Inc. (hereinafter "Co-Broker").
1. MASTER LEASE. Sublessor is the tenant under that certain lease dated
June 15 1989, wherein Wildwood Associates (hereinafter "Landlord")
leased to Sublessor the real property located in the City of Atlanta,
County of Cobb, State of GA, described as 2300 Windy Ridge Parkway,
Suite 800 (hereinafter "Master Premises"). Said lease has been amended
by the following amendments: 1st May 11, 1990, 2nd December 20, 1990,
3rd August 15, 1991, 4th September 10, 1992, 5th September 30, 1992,
6th July 29, 1994, 7th August 31, 1998; said lease and amendments are
herein collectively referred to as the "Master Lease" and are attached
hereto as Exhibit "A." Sublessor warrants and represents to Sublessee
that the Master Lease has not been amended or modified except as
expressly set forth herein, that Sublessor is not now, and as of the
commencement of the Term hereof will not be, in default or breach of
any of the provisions of the Master Lease, and that Sublessor has no
knowledge of any claim by Landlord that Sublessor is in default or
breach of any of the provisions of the Master Lease.
2. PREMISES. Sublessor hereby subleases to Sublessee on the terms and
conditions set forth in this Sublease the following portion of the
Master Premises (hereinafter "Premises"): 5,448 rentable square feet as
attached hereto as Exhibit "B".
3. TERM. The Term of this Sublease shall commence on November 20, 2000,
(hereinafter "Commencement Date") or the date upon which Landlord
consents to this Sublease (if such consent is required under the Master
Lease), whichever shall last occur, and shall end on March 3, 2005
(hereinafter "Termination Date") unless otherwise sooner terminated in
accordance with the provisions of this Sublease.
4. COMMENCEMENT. In the event the Term commences on a date other than the
Commencement Date, Sublessor and Sublessee shall promptly execute a
memorandum setting forth the actual date of commencement of the Term.
Possession of the Premises (hereinafter "Possession") shall be
delivered to Sublessee on the commencement of the Term. If for any
reason Sublessor does not deliver Possession to Sublessee on the
commencement of the Term, Sublessor shall not be subject to any
liability for such failure, the Termination Date shall not be extended
by the delay and the validity of this Sublease shall not be impaired,
but rent shall abate until delivery of Possession. Notwithstanding the
foregoing, if Sublessor has not delivered Possession to Sublessee
within thirty (30) days after the Commencement Date, then at any time
thereafter and before delivery of Possession, Sublessee may give
written notice to Sublessor of Sublessee's intention to cancel this
Sublease. Said notice shall set forth an effective date for such
cancellation which shall be at least ten (10) days after delivery of
said notice to Sublessor. If Sublessor delivers Possession to Sublessee
on or before such effective date, this Sublease shall remain in full
force and effect. If Sublessor fails to deliver Possession to Sublessee
on or before such effective date, this Sublease shall be canceled, in
which case all consideration previously paid by Sublessee to Sublessor
pursuant to this Sublease shall be returned to Sublessee, this Sublease
shall thereafter be of no further force or effect, and Sublessor shall
have no further liability to Sublessee on account of such delay or
cancellation. If Sublessor permits Sublessee to take Possession prior
to the commencement of the Term, such early Possession shall not
advance the Termination Date and shall be subject to the provisions of
this Sublease including, without limitation, the payment of rent.
ATLANTA COMMERCIAL BOARD OF REALTORS(R), INC.
STANDARD SUBLEASE AGREEMENT
COPYRIGHT(C) NOVEMBER 1999
ACBR FORM #006
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5. RENT. (A) MINIMUM RENT. Sublessee shall pay to Sublessor as minimum
rent (which includes 2001 base year expenses), without deduction,
setoff, notice, or demand at P. 0. Box 297864, Houston, TX 77297 or at
such other place as Sublessor shall designate from time to time by
notice to Sublessee, the sum of Eight Thousand Six Hundred Twenty Six
and no/100 Dollars ($8,626.00) per month, in advance on the first day
of each month of the Term. Sublessee shall pay to Sublessor upon
execution of this Sublease the sum of Eight Thousand Six Hundred Twenty
Six and no/100 Dollars ($8,626.00) as rent for November 2000. If the
Term begins or ends on a day other than the first or last day of a
month, the rent for the partial months shall be prorated on a per diem.
(B) OPERATING COSTS. If the Master Lease requires Sublessor to pay to
Landlord all or a portion of the expenses of operating the building
and/or project of which the Premises are a part, including, but not
limited to, taxes, utilities, or insurance (hereinafter "Operating
Costs") then Sublessee shall pay to Sublessor as additional rent ten
and six tenths percent (10.6%) of the amounts payable by Sublessor for
Operating Costs incurred during the Term. Such additional rent shall be
payable as and when Operating Costs are payable by Sublessor to
Landlord. If the Master Lease provides for the payment by Sublessor of
Operating Costs on the basis of an estimate thereof, then as and when
adjustments between estimated and actual Operating Costs are made under
the Master Lease, the obligations of Sublessor and Sublessee hereunder
shall be adjusted in a like manner; and if any such adjustment shall
occur after the expiration or earlier termination of the Term, then the
obligations of Sublessor and Subleases under this Paragraph 5(b) shall
survive such expiration or termination. Sublessor shall, upon request
by Sublessee, furnish Sublessee with copies of all statements submitted
by Landlord of actual or estimated Operating Costs during the Term.
(See Special Stipulations, paragraph 1, attached hereto.)
6. LATE CHARGES. Other remedies for nonpayment of rental notwithstanding,
time is of the essence of this Sublease and if Sublessor elects to
accept rent on or after the sixth (6th) day of the month, a late charge
equal to the greater of five percent (5%) of the monthly rent or One
Hundred Dollars ($100.00) will be due as additional rent. Sublessee
agrees to tender all late rents by cashier's check, certified check, or
money order. In the event Sublessee's rent check is dishonored by the
bank. Sublessee agrees to pay Sublessor $25.00 as a handling charge
and, if applicable, the late charge, and Sublessee shall deliver said
monies to Sublessor as specified in Paragraph 5. Dishonored checks must
be replaced by cashier's check, certified check or money order. In the
event more than one check is dishonored, Sublessee agrees to pay all
future rents and charges in the form of cashier's check, certified
check, or money order. Any other amounts payable to Sublessor under
this Sublease, with the exception of rent, shall be considered past due
30 days from Sublessor's billing date and Sublessee shall pay a monthly
service charge of 5% of the amount past due for that and each
subsequent month that the amount remains past due. The parties agree
that such charges represent a fair and reasonable estimate of the costs
the Sublessor will incur by reason of such late payment and/or returned
check.
7. [DELETED IN ITS ENTIRETY.]
8. ACCEPTANCE OF PREMISES. Sublessor, Broker and Co-Broker have made no
representations or promises with respect to the Premises, or this
Sublease except as herein expressly set forth. The taking of Possession
of the Premises by Sublessee shall be conclusive evidence that
Sublessee accepts the Premises "as is" and that the Premises and are
suitable for the use intended by Sublessee and were in good and
satisfactory condition at the time such Possession was so taken.
9. USE OF PREMISES. Sublessee shall use the Premises for general office
use and for all lawful activities normally incidental thereto and
related to the conduct of Sublessee's business and for no other
purpose.
10. OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of
the Master Lease are incorporated into and made a part of this Sublease
as if Sublessor were the Landlord thereunder, Sublessee the Tenant
thereunder, and the Premises the Master Premises, except for the
following: no exceptions. Sublessee assumes and agrees to perform the
Tenant's obligations under the Master Lease during the Term to the
ATLANTA COMMERCIAL BOARD OF REALTORS(R), INC.
STANDARD SUBLEASE AGREEMENT
COPYRIGHT(C) NOVEMBER 1999
ACBR FORM #006
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extent that such obligations are applicable to the Premises, except the
obligation to pay rent to Landlord. Sublessee shall not commit or
suffer any act or omission that will violate any of the provisions of
the Master Lease. Sublessor shall exercise due diligence in attempting
to cause Landlord to perform its obligations under the Master Lease for
the benefit of Sublessee. If the Master Lease terminates, this Sublease
shall terminate and the parties shall be relieved of any further
liability or obligation under this Sublease, provided however, that if
the Master Lease terminates as a result of a default or breach by
Sublessor or Sublessee under this Sublease and/or the Master Lease,
then the defaulting party shall be liable to the nondefaulting party
for the damage suffered as a result of such termination.
Notwithstanding the foregoing, if the Master Lease gives Sublessor any
right to terminate the Master Lease in the event of the partial or
total damage, destruction, or condemnation of the Master Premises or
the building or project of which the Master Premises are a part, the
exercise of such right by Sublessor shall not constitute a default or
breach hereunder.
11. ASSIGNMENT AND SUBLETTING. Sublessee shall not assign this Sublease or
further sublet all or any part of the Premises without the prior
written consent of Sublessor which shall not be unreasonably withheld
(and without the prior written consent of Landlord, if such is required
under the terms of the Master Lease).
12. INDEMNITY & INSURANCE. Sublessee and Sublessor agree to and hereby does
indemnify and save Sublessee, Sublessor and Landlord harmless against
all claims for damages to persons or property by reason of Sublessee's
use or occupancy of the Premises, and all expenses incurred by
Sublessor or Landlord because thereof, including attorney's fees and
court costs. Supplementing the foregoing and in addition thereto,
Sublessee shall during the Term of this Sublease, and at Sublessee's
expense, maintain in full force and effect comprehensive general
liability insurance with minimum limits of $500,000.00 per person and
$1,000,000.00, per incident, and property damage limits of $100,000.00,
or the minimum amount of coverages required in the Master Lease,
whichever is greater, which insurance shall contain a special
endorsement recognizing and insuring any liability accruing to
Sublessee under the first sentence of this Paragraph 12, and naming
Sublessor and Landlord as additional insureds. Sublessee shall provide
evidence of such insurance to Sublessor prior to the commencement of
the Term of this Sublease. Sublessor and Sublessee each hereby release
and relieve the other, and waive its right of recovery, for loss or
damage arising out of or incident to the perils insured against which
perils occur in, on or about the Premises, whether due to the
negligence of Sublessor or Sublessee or their Brokers, employees,
contractors and/or invitees to the extent that such loss or damage is
within the policy limits of said comprehensive general liability
insurance. Sublessor and Sublessee shall, upon obtaining the policies
of insurance required, give notice to the insurance carrier or carriers
that the foregoing mutual waiver of subrogation is contained in this
Sublease.
13. NOTICES. (a) Any notice by either party to the other required or
permitted under this Sublease shall be valid only if in writing and
shall be deemed to be duly given only if delivered personally or sent
by registered or certified mail addressed (1) if to Sublessee, at the
Premises, and (2) if to Sublessor, at the address set forth herein, or
at such other address for either party as that party may designate by
notice to the other, with copy to the Broker(s) at the address set
forth herein; notice shall be deemed given, if delivered personally,
upon delivery thereof, and if mailed upon the mailing thereof.
(b) Sublessee hereby appoints as its agent to receive service of all
dispossessory or distraint proceedings, the person in charge of the
Premises at the time of occupying the Premises; and if there is no
person in charge or occupying same, then such services may be made by
attachment thereof on the main entrance of the Premises.
14. ENTIRE AGREEMENT. This Sublease contains the entire agreement of the
parties hereto, and no representations, inducements, promises or
agreements, oral or otherwise, between the parties, not embodied
herein, shall be of any force or effect. No subsequent alteration,
amendment, change or addition to this Sublease, except as to changes or
additions to the Rules and Regulations, if any, as described in the
Master
ATLANTA COMMERCIAL BOARD OF REALTORS(R), INC.
STANDARD SUBLEASE AGREEMENT
COPYRIGHT(C) NOVEMBER 1999
ACBR FORM #006
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Lease, shall be binding upon Sublessor or Sublessee unless reduced to
writing and signed by Sublessor and Sublessee and consented to in
writing by Landlord.
15. ATTORNEY'S FEES. In the event that any action or proceeding is brought
to enforce any term, covenant or condition of this Sublease on the part
of the Sublessor or Sublessee, the prevailing party in such litigation
shall be entitled to recover reasonable attorney's fees to be fixed by
the court in such action or proceeding, in the amount at least equal to
fifteen percent of any damages due from the non-prevailing party.
Furthermore, Sublessor and Sublessee agree to pay the attorney's fees
and expenses of (a) the other party to this Sublease (either Sublessor
or Sublessee) if it is made a party to litigation because of its being
a party to this Sublease and when it has not engaged in any wrongful
conduct itself, and (b) Broker and/or Co-Broker, if Broker and/or
Co-Broker is made a party to litigation because of its being a party to
this Sublease and when Broker and/or Co-Broker has not engaged in any
wrongful conduct itself.
16. LIMITATION ON BROKER'S SERVICES AND DISCLAIMER. Broker and Co-Broker
are parties to this Sublease for the purpose of enforcing their rights
to receive a real estate commission. Sublessee must look solely to
Sublessor as regards all covenants and agreements contained herein, and
Broker and Co-Broker shall never be liable to Sublessee in regard to
any matter which may arise by virtue of this Sublease. Sublessor and
Sublessee acknowledge that the Atlanta Commercial Board of REALTORS(R),
Inc. has furnished this Standard Sublease Agreement form to its members
as a service and that it makes no representation or warranty as to the
enforceability of this Standard Sublease Agreement form or any
paragraph thereof.
17. TIME OF ESSENCE. Time is of the essence of this Sublease.
18. COMMISSION. Sublessor agrees to pay to Broker and Co-Broker for
negotiating this Sublease, a commission as agreed to in a separate
agreement or as follows: Broker to receive 1/2 month's rent and two
percent (2%) of monthly rentals and Co-Broker to receive one month's
rent and four percent (4%) of monthly rentals in cash after Sublessee
occupies the space. Sublessee warrants and represents that it has had
no dealings with any broker or broker(s) in connection with this
Sublease, other than Broker and Co-Broker and Sublessee covenants to
pay, hold harmless and indemnify Sublessor from and against any and all
cost, expense or liability for any compensation, commissions or charges
claimed by any broker or broker(s) on behalf of the Sublessee with
respect to this Sublease or negotiation thereof, other than the Broker
and Co-Broker.
19. SEVERABILITY. The terms, conditions, covenants and provisions of this
Sublease shall be deemed to be severable. If any clause or provision
herein contained shall be adjudged to be invalid or unenforceable by a
court of competent jurisdiction or by operation of any applicable law,
it shall not affect the validity of any other clause or provision
herein, but such other clauses or provisions shall remain in full force
and effect.
20. AGENCY DISCLOSURE. Sublessor and Sublessee hereby acknowledge that
Broker has acted as an agent for the Sublessor in this transaction and
will be paid a commission by the Sublessor and that the Co-Broker has
acted as an agent for the Sublessee in this transaction and will be
paid a commission by the Sublessor. In the event that represents both
Sublessor and Sublessee, Sublessor and Sublessee hereby confirm that
they have signed a separate Dual Agency Disclosure and Consent
Agreement.
21. SECTION TITLES. The section titles in this Sublease are included for
convenience only and shall not be taken into consideration in any
construction or interpretation of this Sublease or any of its
provisions.
22. SPECIAL STIPULATIONS. Special Stipulations shall control if in conflict
with any of the foregoing provisions of this Sublease.
See attached Special Stipulations to Sublease Agreement
between Chevron USA Inc. and Manhattan Associates, Inc.
ATLANTA COMMERCIAL BOARD OF REALTORS(R), INC.
STANDARD SUBLEASE AGREEMENT
COPYRIGHT(C) NOVEMBER 1999
ACBR FORM #006
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23. CONSENT OF THE LANDLORD. This Sublease shall be of no force or effect
unless and until consented to, in writing, by Landlord within _____
days after execution hereof, if such consent is required under the
terms of the Master Lease.
24. THE FOLLOWING ARE ATTACHED HERETO AND MADE A PART HEREOF.
Exhibit "A" - Master Lease
Exhibit "B" - Premises
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day
and year first above written.
Signed sealed and delivered SUBLESSOR: Chevron USA Inc.
in the presence of:
- ----------------------------- By: /s/ Gary D. Schuman (Seal)
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Witness Name/Title: Gary D. Schuman, Lease Mgr.
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Address:
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Phone:
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Signed sealed and delivered SUBLESSEE: Manhattan Associates, Inc.
in the presence of.
- ----------------------------- By: /s/ Tom W. Williams (Seal)
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Witness Name/Title: Thomas W. Williams, CFO
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Address:
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Phone:
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Signed sealed and delivered BROKER: AFCO Realty Services, LLC
in the presence of:
- ----------------------------- By: /s/ Jerome M. Mendel (Seal)
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Witness Name/Title: Jerome M. Mendel, Sr. V.P.
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Address: 4200 Northside Parkway, NW,
Building 12
Atlanta, GA 30327-3049
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Phone: 404-233-1700
Signed sealed and delivered CO-BROKER: Insignia / ESG, Inc.
in the presence of.
- ----------------------------- By: /s/ John D. Shlesinger (Seal)
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Witness Name/Title: John D. Shlesinger - EMD
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Address:
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Phone:
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ATLANTA COMMERCIAL BOARD OF REALTORS(R), INC.
STANDARD SUBLEASE AGREEMENT
COPYRIGHT(C) NOVEMBER 1999
ACBR FORM #006
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SPECIAL STIPULATIONS.
TO SUBLEASE AGREEMENT
BETWEEN
CHEVRON USA INC.
AND
MANHATTAN ASSOCIATES, INC.
1. Operating costs, referred to in paragraph 5(b), will be payable over a
2001 base year.
2. Conflicts of interest relating to this Lease are strictly prohibited.
Except as otherwise expressly provided herein, neither party nor any
director, employee or agent of either party shall give to or receive
from any director, employee or agent of the other party any gift,
entertainment or other favor of significant value, or any commission,
fee or rebate. Likewise, neither party nor any director, employee or
agent of either party shall enter into any business relationship with
any director, employee or agent of the other party, or of any affiliate
of the other party, unless such person is acting for and on behalf of
the original party, without prior written approval thereof from the
original party.
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EXHIBIT "B"
WILDWOOD BUILDING 2300
2300 WINDY RIDGE PARKWAY
8TH FLOOR
5,448 FSF
[ARCHITECTURAL FLOOR PLAN]
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CONSENT TO SUBLEASE
BY
CHEVRON U.S.A. INC.
AND
MANHATTAN ASSOCIATES, INC.
THIS CONSENT is made this 20th day of November, 2000 by WILDWOOD
ASSOCIATES, a Georgia general partnership (the "Landlord") having an office at
2500 Windy Ridge Parkway, Suite 1600, Atlanta, Georgia 30339-5683.
WHEREAS, CHEVRON U.S.A. INC., a California corporation (the "Tenant")
and Landlord entered into that lease dated June 15, 1989, as the same may have
been modified from time to time (the "Lease"), which Lease provides for the
lease to Tenant of that certain premises located in the building known as 2300
Windy Ridge Parkway, Atlanta, Georgia 30339 (the "Demised Premises") (the
"Building") on that certain tract of land described in Exhibit "A" of the Lease;
WHEREAS, Tenant desires to sublease 5,448 square feet of Rentable Floor
Area of the Demised Premises on the eighth floor of the Building to MANHATTAN
ASSOCIATES, INC., a Georgia corporation (the "Subtenant"), pursuant to the terms
of a Sublease dated November 20, 2000 (the "Sublease"), a complete copy of which
is attached hereto.
NOW, THEREFORE, Landlord hereby consents to the Sublease, subject to
the following terms and conditions, and the other parties executing this Consent
hereby agree as follows:
1. Neither this Consent nor the Sublease shall relieve Tenant of any of
Tenant's obligations under this Lease, and Tenant shall remain fully
liable for the faithful performance of all covenants, terms and
conditions of the Lease on the Tenant's part to be performed. Neither
this Consent nor any term or provision in the Sublease shall be deemed
to (i) expand or otherwise alter Landlord's obligations under the
Lease, (ii) diminish Landlord's rights under the Lease or (iii)
otherwise modify the terms and conditions of the Lease. Notwithstanding
the terms and conditions of the Sublease, Landlord may enforce the
Lease as written, as if the Sublease did not exist, and Subtenant shall
have no recourse against Landlord.
2. This Consent by Landlord to the Sublease shall not constitute
Landlord's consent to any other or subsequent sublease and any other
proposed sublease or assignment by the Subtenant or Tenant shall be
subject to the provisions of Article 21 of the Lease.
3. This Consent is given in consideration, in part, for Tenant's
representation and agreement that as of the date hereof (i) the Lease
is in full force and effect as written, (ii) there are not defaults on
the part of Landlord and (iii) there are no offsets available to Tenant
under the Lease.
4. The terms and conditions of this Consent may only be modified by a
written instrument signed by Landlord which expressly states that it is
a modification of this Consent.
5. Tenant has executed this Consent below for the purpose of making the
representations set forth in paragraph 3 above and for the purpose of
evidencing its agreement to the other terms and conditions of this
Consent. Subtenant has executed this Consent for the purpose of
evidencing its understanding and agreement to the terms and conditions
of this Consent, including those set forth in paragraph 1. above. This
Consent shall only be effective upon execution of this Consent by
Tenant and Subtenant, in the space provided below and by the return of
one (1) fully executed original of this Consent to Landlord.
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6. The parties executing this Consent agree that the Sublease is
subordinate to any deed to secure debt to which the Building may be
subject and Subtenant agrees to attorn to the grantee under such deed
if so requested.
7. The undersigned officers and representatives of the corporation
executing this Consent on behalf of the corporation represent and
warrant that they are officers of the corporation with authority to
execute this Consent on behalf of the corporation.
8. Landlord and Tenant agree that Landlord has no liability, whatsoever,
for any fees or commissions to any broker, agent or finder in
connection with the Sublease and Tenant shall indemnify and hold
Landlord harmless from and against any liability, claim, damage, cost
or expense as a result of any employment or dealings with any broker,
agent or finder in connection with the Sublease.
9. In connection with any sublease, Tenant shall pay to Landlord, a fee of
three hundred dollars ($300.00) to defray Landlord's costs in affecting
such sublease and such fee is due and payable upon execution of this
Consent by Tenant and Subtenant and the deliverance of this Consent to
Landlord for execution.
10. This Agreement shall be construed, interpreted and applied in
accordance with, and shall be governed by, the laws applicable to the
state in which the Building is located.
[signatures are on the following page]
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IN WITNESS WHEREOF, the parties have here unto set their hands and seals as of
the day, month and year first above written.
LANDLORD:
WILDWOOD ASSOCIATES,
a Georgia general partnership
By: COUSINS PROPERTIES INCORPORATED,
a Georgia corporation,
managing general partner
By: /s/ Jack A. LaHue
-----------------------------------
Jack A. LaHue
Its: Senior Vice President
TENANT:
CHEVRON U.S.A. INC.,
a California corporation
By: /s/ Gary D. Schuman
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Gary D. Schuman (print or type name)
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Its: Lease Mgr.
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SUBTENANT:
MANHATTAN ASSOCIATES, INC.,
a Georgia corporation
By: /s/ Tom W. Williams
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Thomas W. Williams
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Its: CFO
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[end of signatures]