LEASE SUMMARY
Facility: Office Space for Integrity Incorporated.
Square Feet of Premises: 5,388 RSF on the 1st floor of the LBMC
Financial Center.
Effective Date of Lease: August 24, 2001.
Property Address: Suite 110
LBMC Financial Center
5250 Virginia Way
Maryland Farms Office Park
Brentwood, Tennessee
Landlord's Name and Address: Park Center Partnership II
5300 Virginia Way, Suite 100
Brentwood, Tennessee 37027
Attn: John W. Stone, III
Telephone: 615.221.1145
Tenant's Name and Address: Prior to Commencement Date:
Integrity Incorporated
3613 Meadow Drive
Nashville, Tennessee 37215
Attn: Byron Williamson, President and
CEO/Publishing Division
Telephone: (615) 414-7064
After Commencement Date:
Integrity Incorporated
LBMC Financial Center, Suite 110
5250 Virginia Way
Brentwood, Tennessee 37027
Attn: President and Chief Executive
Officer/Publishing Division,
Byron Williamson
Telephone: (615) 414-7064
Lease Term: 36 months beginning on the Commencement
Date, subject to one renewal term of two
years, as provided herein. "Lease Year"
shall mean each consecutive twelve (12)
month period following the Commencement
Date. (See Lease Section 2)
Commencement Date: Estimated: October 1, 2001. (See Lease
Section 2)
Rent Commencement Date: First calendar day of the third month of
the Term.
Tenant Improvements: On or before the Commencement Date,
Landlord shall complete the Tenant
Improvements for the Premises in accordance
with the Tenant Improvement Specifications.
Rent: (See Lease Section 4)
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Base Rent: Per Month Per Year Per Sq. Foot
--------- --------- -------- ------------
(assumes a Lease Commencement Date of 10/01/01)
10/01/01 - 11/30/01 $ 0.00 $ 0.00 $00.00/RSF
12/01/01 - 11/30/02 $8,531.00 $102,372.00 $19.00/RSF
12/01/02 - 11/30/03 $8,786.93 $105,443.16 $19.57/RSF
12/01/03 - 9/30/04 $9,050.53 $108,606.45 $20.157/RSF
Additional Rent: Pro-rata share of Operating Expenses in
excess of Base Year Amount. (See Lease
Section 4)
Rent Due Date: First (1st) calendar day of the month. (See
Lease Section 4)
Permitted Use: Office. (See Lease Section 3)
Subletting and Assignment: With Landlord Consent. (See Lease Section
8)
Tenant's Insurance:
CGL Insurance: $3,000,000.00, subject to gradual
increases. (See Lease Section 9)
Other Required: Contents, excess improvements, workers'
compensation. (See Lease Section 9)
Maintenance and Utilities: Furnished by Landlord but subject to
expense stop. (See Lease Sections 5 and 6)
Signage: Tenant shall be allowed building standard
interior signage. All signage subject to
Landlord's reasonable approval. (See Lease
Section 11)
Tenant Improvement Allowance: $28.00 per rentable square foot of the
Premises. (See Lease Section 28)
Exhibits:
Exhibit A: Leased Premises
Exhibit B: Real Property Description
Exhibit C: Site Plan
Exhibit D: Lease Commencement Agreement
Exhibit E: Rules and Regulations
Exhibit F: Expansion Premises
This Lease Summary is for convenience only, and does not supersede or modify
the terms and conditions of the Lease.
ii
LEASE
THIS LEASE (the "Lease"), is made as of the 24 day of August, 2001, by
and between PARK CENTER PARTNERSHIP II, a Tennessee general partnership
("Landlord") and INTEGRITY INCORPORATED, a Delaware corporation ("Tenant"):
WITNESSETH:
Upon the terms and conditions hereinafter set forth, Landlord leases
to Tenant and Tenant leases from Landlord property referred to as the Premises,
all as follows:
1. PREMISES; SUBSTITUTION OF PREMISES; EXPANSION OF PREMISES;
TEMPORARY PREMISES; ADJUSTMENT OF PREMISES.
(a) The property hereby leased to Tenant (the "Premises") is that
area shown on Exhibit A hereto attached, which consists of approximately 5,388
rentable square feet, on the first floor of an approximately 97,000 rentable
square foot office building (the "Building") constructed on a tract of land
(the "Land"), located at the northeast corner of Virginia Way and Westwood
Place South, Maryland Farms Office Park, Brentwood, Tennessee, together with
non-exclusive rights to use the Common Areas of the Project (as both terms are
defined in clause (b) below) in common with other tenants of the Project. A
legal description of the Land is attached hereto as Exhibit B and is
incorporated herein by reference. A site plan for the development of the Land
is attached hereto as Exhibit C and is incorporated herein by reference (the
"Site Plan"). The Building shall be known as the "LBMC Financial Center" and
has a street address of 5250 Virginia Way, Maryland Farms Office Park,
Brentwood, Tennessee 37027, according to the current system of numbering. The
Tenant Improvements (as hereinafter defined) for the Premises shall be
completed in accordance with Section 28 hereof prior to the Commencement Date
(as hereinafter defined).
(b) The Building is located on the Land as shown on Exhibit B and
shall be one of two (2) office buildings which Landlord intends to construct
upon the Land as part of a master development project (the "Project"). The
Project shall be comprised of the Building, the other one of the two (2)
proposed buildings (the "Gambro Healthcare Building"), the Land, the parking
facilities, any walkways, covered walkways, tunnels or other means of access to
the Project and the Project's parking facilities, all areas available for the
common use of occupants of the Project, including, but not limited to, the
parking lots, driveways, walkways, landscaped areas, landscaping, any lobbies
or plazas, the Exterior Common Area (as hereinafter defined), and other
facilities and areas available for the common use by or for the common benefit
of tenants of the two buildings built as part of the Project and/or their
customers (all of the foregoing, collectively, the "Common Areas"), and any
other improvements or landscaping now or in the future constructed on the Land,
including the Gambro Healthcare Building and its related amenities. Landlord
shall have the right to subdivide the Land into two or more parcels at any time
before or during the Term (as hereinafter defined); provided, however, that
Landlord shall not subdivide the Land in any manner as to deprive Tenant of the
reasonable benefit and enjoyment of the Premises and other rights granted
hereunder.
(c) At any time after the Commencement Date, and if Landlord
shall elect to devote all or a portion of the Premises to use by another
existing or prospective tenant, Landlord shall have the right to substitute for
the Premises other comparable space in the Building acceptable to Tenant (the
"Substitute Premises") by written notice delivered to Tenant not less than one
hundred and thirty (130) days nor more than one hundred and eighty (180) days
before the date set forth in said notice as the effective date (the
"Substitution Date") for such substitution. The Substitution
Date shall be the date upon which Tenant shall open for business in the
Substitute Premises after Landlord has completed tenant improvements to the
Substitute Premises as provided below. Such written notice shall include a
floor plan identifying the Substitute Premises which premises shall contain not
less than 5,388 rentable square feet, and shall be similar in configuration to
the Premises. Tenant shall submit Tenant's Plans and Specifications for the
Substitute Premises in accordance with the terms of Section 28 hereof. Landlord
shall pay for tenant improvement costs for tenant improvements of kind,
quality, degree of customization and specification equal to or that in the
former Premises when new. Landlord shall, promptly after Tenant opens for
business in the Substitute Premises reimburse Tenant for all costs and expenses
reasonably incurred by Tenant in connection with the substitution hereunder
which are in excess of those costs and expenses which would have been incurred
by Tenant had the substitution not been made, as reasonably determined by
agreement of Landlord and Tenant, including without limitation moving expenses
and installation of Tenant fixtures in substitute Premises, costs for marketing
materials, stationary, business cards, and change of address announcements
necessitated by change of Premises address, costs and installation of
telephone, cable, computer network, telecommunications facilities, utilities or
related facilities paid for or installed by Tenant at the Premises, it being
the intent of the parties that Tenant shall not bear any expense for
accommodating Landlord in the substitution; provided that Landlord may offset
against such amount to be reimbursed the reasonable cost of cure for any
default by Tenant in any of Tenant's obligations under the Lease which exist at
such time after expiration of any applicable grace or cure period. From and
after the Substitution Date, the term "Premises" shall be deemed to mean the
Substitute Premises for all purposes under this Lease.
(d) Landlord hereby grants to Tenant a right of first refusal to
expand into a portion of the Building containing approximately 3,524 rentable
square feet and located immediately adjacent to the Premises, as more
particularly shown on Exhibit F attached hereto and incorporated herein by
reference (the "Expansion Premises"). Prior to leasing or otherwise granting
occupancy or similar rights in all or any portion of the Expansion Premises to
any person or entity other than Tenant, Landlord shall give written notice to
Tenant (the "Expansion Offer"), identifying all or such portion of the
Expansion Premises which Landlord proposes to lease, as well as the terms,
rental and other material conditions which upon which Landlord would be willing
to grant such rights to such other person or entity, including the time by
which such lease must be executed, which Expansion Offer shall constitute
Landlord's offer to Tenant to lease such Expansion Premises or identified
portion thereof to Tenant on the terms, rental and other material conditions
and within the time period set forth in the Expansion Offer, and Tenant shall
have three (3) Business days (as such term is defined in Section 30(a) below)
after receipt of such notice to notify Landlord that Tenant shall lease such
Expansion Premises (or such designated portion thereof as is identified in
Landlord's notice) on such terms, commencement date, rental and other material
conditions and within the time period set forth in such notice from Landlord.
If Tenant notifies Landlord that Tenant elects not to exercise such option or
does not exercise its option by giving such timely notice, Landlord may lease
or grant occupancy or similar rights in such Expansion Premises or portion
thereof as was identified in Landlord's notice to Tenant on the same terms,
rental and other material conditions, and within the same time period as set
forth in Landlord's notice to Tenant. Upon such consummation, Tenant's rights
under this paragraph 1(d) shall terminate with respect to the interest in the
Expansion Premises so leased in accordance with the terms of the Expansion
Offer. If the proposed lease or other grant of occupancy rights which was the
subject of such Expansion Offer does not close on the terms or within the time
period set forth in said Expansion Offer, then Landlord shall be required to
give another Expansion Offer and again comply with the provisions of this
paragraph 1(d) before thereafter leasing or granting occupancy or similar
rights therein. This right of first refusal shall continue for all portions of
the Expansion Premises as to which an Expansion Offer has not been given to
Tenant as provided in
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this paragraph 1(d). If Tenant elects to accept the Expansion Offer, and the
lease term thereunder for the Expansion Premises (or designated portion
thereof) extends beyond the existing Term, Tenant shall have the right to
extend the Term of this Lease to be coterminous with that set forth in the
Expansion Offer, including all renewal rights thereunder, if exercised. In such
event, the Base Rent hereunder for such portion of the extended term which
extends beyond the stated Term and renewal herein shall simply continue on the
same basis as provided herein, that being a 3% increase per year over the Base
Rent for the immediately preceding year.
(e) In consideration of entering into this Lease, from the
Effective Date until the Commencement Date hereunder, Landlord shall provide
Tenant with space for Tenant's business operations on the ground floor of the
building located at 5300 Virginia Way, Maryland Farm Office Park, Brentwood
Tennessee, 37207, which shall include four (4) enclosed offices, the adjacent
open area, and conference room, rent free. The Tenant will have access to
furniture and telephone hardware (if available at such space), but will be
responsible for any set up charges associated with the telecommunications
system.
(f) If, after the Effective Date but prior to the Commencement
Date, the currently planned corridor adjacent to the Premises and providing
egress from the rear of the Premises must be increased in size to meet
applicable fire code requirements, then, notwithstanding anything herein to the
contrary, the square footage of the Premises shall be decreased accordingly,
but shall in no event decrease by more than fifty (50) rentable square feet. In
the event of such an adjustment, the parties shall confirm the same in writing
and the usable square feet and the rentable square feet of the Premises shall
be recalculated, and Tenant's Proportionate Share (as calculated in Section
3(c) below) shall be adjusted accordingly and the Base Rent shall be
recalculated accordingly based on the revised number of rentable square feet.
As used in this Lease, "rentable square feet" shall be determined by
multiplying "usable square feet" (as determined based upon the ANSI Z.65-1996
standard for multi-tenant floors promulgated by the Building Owners and
Managers Association) multiplied by the common area factor as adjusted
proportionately for the increase in corridor space. The current common area
factor is 12.5%.
2. TERM; COMMENCEMENT DATE; RENEWAL OPTION.
(a) The term of this Lease (the "Term") is for thirty-six (36)
months. The Term shall commence at 12:01 A.M. on October 1, 2001; provided,
however, that if a certificate of occupancy for the Premises has not been
issued on or before October 1, 2001, the Term shall commence on the first day
of the first calendar month after the issuance of a certificate of occupancy
for the Premises (the "Commencement Date"), subject to extension as provided in
Section 29 hereof. Unless sooner terminated or extended as provided in this
Lease, the Term shall end on the expiration of thirty-six (36) full calendar
months thereafter (as the same may be extended if renewal rights are exercised,
the "Expiration Date"). In the event Landlord shall permit Tenant to take
possession of the Premises prior to the Commencement Date referenced above, all
the terms and conditions of this Lease shall apply.
(b) The Commencement Date, Term and Expiration Date shall be set
forth in a commencement letter (the "Commencement Letter"), substantially in
the form set forth as Exhibit D attached hereto, prepared by Landlord and
executed by Tenant after determination of the Commencement Date.
(c) Landlord hereby grants to Tenant one (1) option to extend the
Term for one period of two (2) years (such renewal term, the "Additional
Term"), such option to be exercised by Tenant giving written notice of its
exercise thereof to Landlord in the manner provided in this Lease at least one
hundred and thirty (130) days prior to the expiration of the Term, as it may
have been
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previously extended. No extension option may be exercised by Tenant if Tenant
is then in default of any of its obligations under the Lease beyond any
applicable grace or cure period either at the time of exercise of the option or
at the time the applicable term would otherwise have expired if the applicable
option had not been exercised. The annual Base Rent for the first year of the
Additional Term shall be $111,864.64 (a 3% increase over the Base Rent for the
immediately preceding Lease Year), and the annual Base Rent for the second year
of the Additional Term shall be $115,220.58 (a 3% increase over the Base Rent
for the immediately preceding Lease Year), all payable in twelve equal monthly
installments during the applicable year of the Term.
3. USE. The Premises may be used only for general office
purposes and be occupied by no more than the number of persons permitted
therein by applicable fire and other codes, but in any event by at least 24
people (the "Permitted Uses"), and for no other use without Landlord's prior
written consent. Tenant shall never make any use of the Premises which use is
in violation of any governmental laws, rules or regulations, whether now
existing or hereafter enacted, or which is in violation of the general rules
and regulations for tenants (a copy of the present rules are attached as
Exhibit E) as may be developed or modified from time to time by Landlord
effective as of the date delivered to Tenant or posted on the Premises,
provided such rules are uniformly applicable to all tenants in the Building
(the "Rules and Regulations"), nor may Tenant make any use of the Premises not
permitted, or otherwise prohibited, by any restrictive covenants which apply to
the Premises, copies of which shall be provided to Tenant on or before the
Effective Date. Tenant may not use the Premises in any way that is or may be a
nuisance or trespass, that increases any insurance premiums, or that makes such
insurance unavailable to Landlord on the Building. In the event of an increase
in any of Landlord's insurance premiums which results from Tenant's use or
occupancy of the Premises, if Tenant does not pay Landlord, on demand, the
amount of such increase (or Tenant's proportionate share of same, if Tenant's
use or occupancy is not the sole cause of such increase), Landlord may treat
such use as a default hereunder.
4. RENT.
(a) As used herein, the term "Rent" shall mean Base Rent (as
hereinafter defined) plus Additional Rent (as hereinafter defined). Commencing
on the first Business day of the third month of the Term, Tenant shall pay to
Landlord Rent, in advance, on or before the first Business day of each calendar
month during the Term, without previous demand or notice therefor by Landlord
and without set off or deduction; provided, however, if the Term commences on a
day other than the first day of a calendar month, then Rent for such month
shall be prorated. Notwithstanding anything contained herein to the contrary,
Tenant's obligation to pay Rent under this Lease is completely separate and
independent from any of Landlord's obligations under this Lease. For each
monthly Rent payment Landlord receives after the fifth (5th) business day of
the month, Landlord shall be entitled to all remedies provided under Sections
13 and 14 hereof, and a late charge in the amount of five percent (5%) of all
Rent due for such month. If Landlord presents Tenant's check to any bank and
Tenant has insufficient funds to pay for such check, then Landlord shall be
entitled to all remedies provided under Sections 13 and 14 hereof and a lawful
bad check fee or five percent (5%) of the amount of such check, whichever
amount is less.
(b) From and after the second month of the Term, Tenant shall pay
to Landlord the following base annual rental (the "Base Rent") for the
Premises:
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Base Rent: Per Month Per Year Per Sq. Foot
--------- --------- -------- ------------
(assuming a Lease Commencement Date of 10/01/01; subject to adjustment if Lease Commencement Date is not 10/01/01)
10/01/01 - 11/30/01 $ 0.00 $0.00 $00.00/RSF
12/01/01 - 11/31/02 $8,531.00 $102,372.00 $19.00/RSF
12/01/02 - 11/30/03 $8,786.93 $105,443.16 $19.57/RSF
12/01/03 - 9/30/04 $9,050.53 $108,606.45 $20.157/RSF
"Lease Year" shall mean each consecutive twelve (12) month period
following the Commencement Date.
(c) Beginning on January 1 (or, if later, the first Business day
of January) of the year after the first anniversary of the Commencement Date,
for each calendar year (or portion thereof) during the Term, Tenant shall pay
to Landlord the Additional Rent. For purposes of this Lease, "Additional Rent"
shall mean for each calendar year (or portion thereof) during the Term,
Tenant's Proportionate Share multiplied by the amount in excess, if any, of (x)
the Operating Expense Amount (as hereinafter defined) minus (y) the Base Year
Amount (as hereinafter defined). Additional Rent shall also include charges
specifically referred to as Additional Rent in this Lease. Notwithstanding
anything in this Lease to the contrary, the amount of Additional Rent due and
payable by Tenant under this Section 4 for any calendar year of the Term shall
not exceed an amount equal to the amount of the Additional Rent due and payable
for the immediately preceding calendar year of the Term, plus five percent (5%)
of such amount of Additional Rent which was due and payable for such calendar
year, excluding from this cap only the items of taxes, utility costs and
insurance premiums which are included in the Operating Expense Amount.
As used herein, "Operating Expense Amount" for each calendar year
shall mean an amount equal to:
(i)(A) the amount of Operating Expenses (as hereinafter
defined) allocated to the Building pursuant to this Lease,
for such calendar year, plus
(ii)(A) one-half (1/2) of the amount of Operating Expenses
allocated to the Exterior Common Area (as hereinafter
defined) for such calendar year.
In determining the Operating Expense Amount, if the Building is less than
nine-five percent (95%) occupied on an average annualized basis during any
calendar year, the Operating Expenses actually incurred with respect to such
calendar year shall be adjusted to reflect the amount of Operating Expenses
which would have been incurred if the Building were ninety-five percent (95%)
occupied throughout such calendar year. If the provisions of this subsection
are applied in any calendar year the Base Year Amount shall likewise be
adjusted for the calendar year on which it is based.
As used herein, "Tenant's Proportionate Share" shall mean a fraction,
the numerator of which is the number of rentable square
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feet of the Premises (which shall be 5,388 rentable square feet for this
purpose, subject to increase pursuant to paragraph 1(d) above) and the
denominator of which is the total number of rentable square feet of the
Building (which shall be 97,000 rentable square feet for this purpose). Thus,
Tenant's Proportionate Share is 0.055546. If Tenant does not lease the Premises
during the entire full calendar year in which the Term of this Lease commences
or ends, Tenant's Proportionate Share of excess Operating Expenses for the
applicable calendar year shall be appropriately prorated for the partial year,
based on the number of days Tenant has leased the Premises during that year.
As used herein, "Base Year Amount" shall mean the amount of Operating
Expenses for calendar year 2002. To the extent items which otherwise would have
been paid during calendar year 2002 as Operating Expenses were instead covered
by warranty or the like, such that Landlord did not incur such expenses in
calendar year 2002 but may in other years of the Term, the Base Year Amount
shall be adjusted appropriately to reflect such expenses as would have been
incurred in calendar year 2002 but for such warranties or the like. Upon
determination of the Base Year Amount, Landlord shall provide Tenant with
reasonable support for such items in the Base Year Amount as may be requested
in writing by Tenant.
As used herein, "Exterior Common Area" shall mean all areas of the
Project (other than the interior areas of the Building and the Gambro
Healthcare Building) available for the common use of occupants of the Project,
including, but not limited to, the parking lots, driveways, walkways,
landscaped areas, landscaping, lighting, curbing, signage, utility lines and
drainage areas, any offices located at the Project that are used by Landlord
(or its management company) as offices exclusively for management of the
Project, any and all improvements constructed on the Land, and other facilities
and areas available for the common use by or for the common benefit of tenants
and/or their customers.
(d) Commencing on January 1 of the first calendar year following
the first anniversary of the Commencement Date, Landlord shall estimate the
Additional Rent which shall be due for such calendar year. Such Additional Rent
shall be due and payable in advance in twelve (12) equal installments together
with the regular installments of Base Rent. Within one hundred twenty (120)
days after the end of each calendar year thereafter during the Term, or as soon
thereafter as practicable, Landlord shall provide Tenant a statement showing
the actual Operating Expenses for said calendar year and the Operating Expense
Amount, as prepared by an authorized representative of Landlord. If the actual
Additional Rent payable by Tenant exceeds the amount paid by Tenant during such
calendar year, Tenant shall pay any Additional Rent still owing for said
calendar year within thirty (30) days of receipt of Landlord's statement. If
the actual Additional Rent due for said calendar year is less than the amount
estimated by Landlord, and if Landlord has therefore collected more Additional
Rent from Tenant than is actually owing for such year, Landlord shall refund on
a pro rata basis any unused portion of Additional Rent to Tenant if Tenant is
not in default under this Lease (in the instance of a default, such portion
shall be held as additional security for Tenant's performance, may be applied
by Landlord to cure any such default, and shall not be refunded until any such
default is cured). The provisions of this Lease concerning the payment of
Additional Rent which has accrued during the Term shall survive the expiration
or earlier termination of this Lease.
(e) Landlord's books and records pertaining to the calculation of
Operating Expenses and the Operating Expense Amount for any calendar year
within the Term may be audited once a
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year by an independent certified public accountant retained by Tenant and
reasonably acceptable to Landlord. The audit shall be conducted at Landlord's
office where Operating Expense records are kept, and at Tenant's expense, at
any time within one hundred fifty (150) days after Landlord's annual statement
is delivered to Tenant for such calendar year. Tenant shall give Landlord not
less than thirty (30) days' prior written notice of any such audit. If
Landlord's calculation of Additional Rent for the audited calendar year proves
to have been incorrect, then Tenant shall be entitled to a prompt refund of any
overpayment or Tenant shall promptly pay to Landlord the amount of any
underpayment, as the case may be. If Landlord's calculation of Additional Rent
for the audited year proves to have been overstated by five percent (5%) or
more, Landlord shall reimburse Tenant within thirty (30) days of demand all
reasonable costs incurred by Tenant for the audit.
(f) For the purposes of this Lease, "Operating Expenses" shall
mean all out-of-pocket expenses, costs and disbursements of every kind and
nature, computed on a cash basis, relating to or incurred or paid in connection
with the ownership, management, operation, repair and maintenance of the
Building and the Exterior Common Area, including but not limited to, the
following:
(1) wages, salaries and other actual costs of all on-site and
off-site employees engaged either full or part time (but in
either event, only to the extent such employee's work is with
respect to the Building and/or the Exterior Common Area) in
the operation, property management, maintenance or access
control of the Building and the Exterior Common Area,
including, but not limited to, taxes, insurance and benefits
relating to such employees, allocated based upon the time
such employees are engaged directly in providing such
services;
(2) the actual cost of all supplies, tools, equipment and
materials used in the operation, management, maintenance and
access control of the Building and the Exterior Common Areas;
(3) the actual cost of all utilities for the Building and the
Exterior Common Area, including, but not limited to, the cost
of electricity, gas, water, sewer services and power for
heating, lighting, air conditioning and ventilating;
(4) the actual cost of all maintenance and service agreements for
the Building and the Exterior Common Area and the equipment
therein, including, but not limited to, security service,
garage operators, window cleaning, elevator maintenance, HVAC
maintenance, janitorial service, landscaping maintenance and
customary landscaping replacement;
(5) the actual cost of inspections, repairs and general
maintenance of the Building and the Exterior Common Area;
(6) amortization (together with reasonable financing charges, if
actually incurred) of the cost of acquisition and/or
installation of capital investment items (including, but not
limited to, security equipment), amortized over their
respective useful lives, which
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items are installed more than ninety (90) days after the
Commencement Date primarily for the purpose of reducing
operating expenses (but only to the extent of actual
savings), or complying with new governmental requirements
after the Effective Date;
(7) the cost of casualty, rental loss, liability and other
insurance applicable to the Building and the Exterior Common
Area and any personal property used by Landlord, its
employees, representatives, agents, and contractors in
connection therewith;
(8) the actual cost of trash and garbage removal, vermin
extermination, and snow, ice and debris removal;
(9) the actual cost of legal and accounting services incurred by
Landlord in connection with the management, maintenance,
operation and repair of the Building and the Exterior Common
Area, including an equitable reimbursement for compensation
paid to professionals who are also employees of Landlord, but
excluding (a) general accounting services provided for
Landlord, such as partnership statements and tax returns, and
(b) legal costs arising from disputes between Landlord and
Tenant (who shall each bear their respective costs);
(10) all taxes, assessments and governmental charges, whether or
not directly paid by Landlord, whether federal, state, county
or municipal and whether they be by taxing districts or
authorities presently taxing the Building or the Exterior
Common Area or by others subsequently created or otherwise,
and any other taxes and assessments attributable to the
Building or the Exterior Common Area or its operation (and
the reasonable costs of monitoring and contesting any of the
same), including, but not limited to, business license taxes
and fees (all of the foregoing are herein sometimes
collectively referred to as "Taxes"), excluding, however,
taxes and assessments imposed on the personal property of the
tenants of the Building or used in the Exterior Common Area,
death taxes, and any taxes (other than business license taxes
and fees) imposed or measured on or by the income of Landlord
from the operation of the Project; provided, however, that if
at any time during the Term, the present method of taxation
or assessment shall be so changed that the whole or any part
of the taxes, assessments, levies, impositions or charges now
levied, assessed or imposed on real estate and the
improvements thereon shall be discontinued and as a
substitute therefor, or in lieu of or in addition thereto,
taxes, assessments, levies, impositions or charges shall be
levied, assessed and/or imposed wholly or partially as a
capital levy or otherwise on the fair market value of the
Building or the Exterior Common Area, the rents received from
the Building or the Exterior Common Area or the rents
reserved herein or any part thereof, then such substitute or
additional taxes, assessments, levies, impositions or
charges, to the extent so levied, assessed or imposed, shall
be deemed to be included within the Operating Expenses to the
extent that such substitute or additional tax would be
payable if the Building and the Exterior Common Area were the
only property of the Landlord subject to such tax; it is
agreed that Operating Expenses shall also include any other
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state or local taxes imposed upon Landlord which are based
upon the unencumbered fair market value of the Building or
the Exterior Common Area; Tenant will be responsible for ad
valorem taxes on its personal property. Tenant will also be
responsible for any portion of ad valorem taxes on the value
of the leasehold improvements in the Premises to the extent
that the same exceed the Tenant Improvement Allowance of
$28.00 per rentable square foot of the Premises, if said
taxes are based upon an assessment which includes the cost of
such leasehold improvements in excess of building standard
allowances. If the Base Year Amount does not reflect the
fully assessed amount for such taxes, the Base Year Amount
shall be adjusted to reflect such amount;
(11) (A) the actual cost of operating the management offices for
the Project, including the actual cost of office supplies,
telephone expenses and non-capital investment equipment and
amortization (together with reasonable financing charges, if
actually incurred) of the actual cost of capital investment
equipment, times (B) a fraction, the numerator of which is
the rentable square footage of the Premises and the
denominator of which is the total rentable square footage of
all of the office buildings managed from such management
offices.
(12) management fees (which may be payable to Landlord, an
affiliate of Landlord, or an unrelated third party), not to
exceed four percent (4%) of actual collected revenues from
rental of the Building; and
(13) fees and assessments incurred by Landlord as a result of its
obligations to the Maryland Farms Building Owner's
Association or any other entity, attributable to Landlord's
ownership of the Building or the Exterior Common Area.
(g) For purposes of this Lease, and notwithstanding anything in
any other provision of this Lease to the contrary, "Operating Expenses" shall
not include the following:
(1) the cost of any special work or service performed for and
billed to any specific tenant (including Tenant) at such
tenant's cost;
(2) the cost of correcting defects in construction during any
period of warranty;
(3) compensation paid to officers and executives of Landlord (but
it is understood that the on-site building manager and other
on-site employees below the grade of building manager may
carry a title such as vice president, and the salaries and
related benefits of these officers/employees of Landlord may
be allowable Operating Expenses as permitted in Section
1(a)(1) above);
(4) the cost of any items for which Landlord is reimbursed by
insurance or condemnation proceeds;
(5) the cost of any additions, changes, replacements and other
items which are made in order to prepare space in the
Building for occupancy by a new tenant or an existing tenant.
including tenant improvement allowances;
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(6) the cost of repairs incurred by reason of fire or other
insured casualty;
(7) payments of interest and principal on any indebtedness
relating to the Project and rental under any ground lease or
other underlying lease of the Land;
(8) any real estate brokerage commissions or other costs incurred
in procuring tenants for the Building or any fee paid in lieu
of such commission;
(9) any expenses for repairs or maintenance which are covered by
warranties and service contracts, to the extent such
maintenance and repairs are made at no cost to Landlord;
(10) development fees arising out of the acquisition, development
and improvement of the Land;
(11) expenses incurred by Landlord to lease space to new tenants
or to retain existing tenants, including leasing commissions,
advertising expenditures and promotional expenditures;
(12) expenses incurred by Landlord to resolve disputes, or to
enforce or negotiate terms with prospective or existing
tenants or in connection with any financing, sale or
syndication of the Project;
(13) expenses for any item or service which Tenant pays directly
to a third party or for which Tenant separately reimburses
Landlord, and expenses incurred by Landlord to the extent the
same are reimbursable or reimbursed from any other tenants,
occupants of the property, or third parties;
(14) reserves; and
(15) depreciation or amortization of capital improvements to the
Building or the Exterior Common Area, except as otherwise
provided herein.
5. SERVICES BY LANDLORD.
(a) Provided that Tenant is not then in default, Landlord shall
cause to be furnished to the Building, or as applicable, the Premises, in
common with other tenants, during business hours of 7:00 A.M. to 6:00 P.M.
Monday through Friday and 8:00 A.M. to 12:00 P.M. on Saturday (excluding
National and State holidays), the following services: janitorial services (five
(5) days a week after normal working hours), water (if available from city
mains) for drinking, lavatory and toilet purposes, operatorless elevator
service and heating and air conditioning for the reasonably comfortable use and
occupancy of the Premises, provided heating and cooling conforming to any
governmental regulation prescribing limitations thereon shall be deemed to
comply with this service. Landlord shall furnish the Premises with electricity
for the maintenance of building standard fluorescent lighting composed of 2' x
4' fixtures. All lighting and all lighting controls shall be serviced, replaced
and maintained by Landlord, but bulbs for all non-standard building fluorescent
lighting shall be provided by Tenant and replaced by Landlord's maintenance
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personnel. Landlord shall also furnish the Premises with electricity for
lighting for the aforesaid building standard incandescent and fluorescent
lighting and for the operation of general office machines, such as electric
typewriters, desk top computers, word processing equipment, dictating
equipment, adding machines and calculators, and general service non-production
type office copy machines. Landlord shall have the right to enter and inspect
the Premises and all electrical devices therein from time to time, provided
that Landlord shall have no obligation to provide more than three (3) watts per
usable square foot of electricity serving the Premises. Landlord reserves the
right to separately meter the Premises should Tenants use of electricity be
deemed excessive. After hours heating and air conditioning is available at a
charge of $50.00 per hour, per zone, with a minimum of one (1) hour per
occurrence, and subject to reasonable rate increases annually. All additional
costs resulting from Tenant's extraordinary usage of heating, air conditioning
or electricity shall be paid by Tenant upon demand as Additional Rent for each
month or portion thereof, and Tenant shall not install equipment with unusual
demands for any of the foregoing without Landlord's prior written consent,
which Landlord may withhold if it determines that in its opinion such equipment
may not be safely used in the Premises or that electrical service is not
adequate therefor. If heat generating machines or equipment or other intensive
activities shall be used or carried on in the Premises by Tenant which affect
the temperature otherwise maintained by the heating and air conditioning
system, Landlord shall have the right to install supplemental air conditioning
units in the Premises and the cost thereof, including the cost of engineering
and installation, and the cost of operation and maintenance thereof, shall be
paid by Tenant upon demand by Landlord. There shall be no abatement or
reduction of Rent by reason of any of the foregoing services not being
continuously provided to Tenant.
(b) Tenant shall report to Landlord immediately any defective
condition in or about the Premises known to Tenant and if such defect is not so
reported and such failure to promptly report results in other damage, Tenant
shall be liable for same. Landlord shall not be liable to Tenant for any damage
caused to Tenant and its property due to the Building or any part or
appurtenance thereof being improperly constructed or being or becoming out of
repair, or arising from the leaking of gas, water, sewer or steam pipes, or
from problems with electrical service.
6. TENANT'S ACCEPTANCE AND MAINTENANCE OF PREMISES; LANDLORD'S
DUTIES AND RIGHTS.
(a) Tenant's occupancy of the Premises is Tenant's representation
to Landlord that Tenant has examined and inspected the same, finds the Premises
to be in compliance with the requirements of this Lease, as represented by
Landlord and satisfactory for Tenant's intended use, and constitutes Tenant's
acceptance of the Premises. Landlord makes no representation or warranty as to
the condition of said Premises except as expressly provided in this Lease.
During Tenant's move-in, a representative of Tenant must be on-site with
Tenant's moving company to insure proper treatment of the Building and the
Premises. Elevators in the Building must remain in use for the general public
during business hours as defined herein in Section 5. Any specialized use of
elevators must be coordinated with Landlord's property manager. Tenant must
properly dispose of all packing materials and refuse in accordance with the
Rules and Regulations. Any damage or destruction to the Building or the
Premises due to moving will be the sole responsibility of Tenant. Tenant shall
deliver at the end of this Lease each and every part of the Premises in good
repair and condition, ordinary wear and tear and damage by casualty excepted.
The delivery of a key or other such tender of possession of the Premises to
Landlord or to an employee of Landlord shall not operate as a termination of
this Lease or a surrender of the Premises except upon written notice by
Landlord. Tenant shall: (i) keep the Premises and fixtures in good order; (ii)
make repairs and replacements to the Premises or Building needed because of
Tenant's misuse or primary negligence; (iii) repair and replace special
equipment or decorative
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treatments installed by or at Tenant's request and that serve the Premises
only, except if this Lease is ended because of casualty loss or condemnation;
and (iv) not commit waste. Tenant, however, shall make no structural or
interior alterations of the Premises. If Tenant requires alterations, Tenant
shall provide Landlord's managing agent with a complete set of construction
drawings, and such agent shall then determine the actual cost of the work to be
done. Tenant may then either agree to pay Landlord to have the work done or
withdraw its request for alterations. On termination of this Lease or vacation
of the Premises by Tenant, Tenant shall restore the Premises, at Tenant's sole
expense, to the same condition as existed at the Commencement Date, ordinary
wear and tear and damage by casualty only excepted. Landlord, however, may
elect to require Tenant to leave alterations performed for Tenant unless at the
time of such alterations Landlord agreed in writing such alterations could be
removed on the Expiration Date, upon the termination of this Lease or upon
Tenant's vacation of the Premises.
(b) Tenant shall keep the Premises and the Building free from any
liens arising out of any work performed, materials furnished, or obligations
incurred by or on behalf of Tenant. Should any claim of lien or other lien be
filed against the Premises or the Building by reason of any act or omission of
Tenant or any of Tenant's agents, employees, contractors or representatives,
then Tenant shall cause the same to be canceled and discharged of record by
bond or otherwise within ten (10) days after the filing thereof. Should Tenant
fail to discharge such lien within such ten (10) day period, then Landlord may
discharge the same, in which event Tenant shall reimburse Landlord, on demand,
as Additional Rent, for the amount of the lien or the amount of the bond, if
greater, plus all administrative costs incurred by Landlord in connection
therewith. The remedies provided herein shall be in addition to all other
remedies available to Landlord under this Lease or otherwise. Tenant shall have
no power to do any act or make any contract that may create or be the
foundation of any lien, mortgage or other encumbrance upon the reversionary or
other estate of Landlord, or any interest of Landlord in the Premises. NO
CONSTRUCTION LIENS OR OTHER LIENS FOR ANY LABOR, SERVICES OR MATERIALS
FURNISHED TO THE PREMISES SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN
AND TO THE PREMISES OR THE BUILDING.
(c) Notwithstanding anything to the contrary set forth above in
this Section 6, if Tenant does not perform its maintenance obligations in a
timely manner as set forth in this Lease, commencing the same within five (5)
days after receipt of notice from Landlord specifying the work needed and
thereafter diligently and continuously pursuing completion of unfulfilled
maintenance obligations, then Landlord shall have the right, but not the
obligation, to perform such maintenance, and any amounts so expended by
Landlord shall be paid by Tenant to Landlord within thirty (30) days after
demand, with interest at the maximum rate allowed by law (or the rate of
fifteen percent (15%) per annum, whichever is less) accruing from the date of
expenditure through the date paid.
(d) Except for repairs and replacements that Tenant must make
under this Section 6, Landlord shall pay for and make all other repairs and
replacements to the common areas and Building (including Building fixtures and
equipment). This maintenance shall include the roof, foundation, exterior
walls, interior structural walls, all structural components, and all exterior
(outside of walls) systems, such as mechanical, electrical, HVAC, and plumbing.
Repairs or replacements required under this Section 6 shall be made within a
reasonable time (depending on the nature of the repair or replacement needed)
after receiving notice from Tenant or Landlord having actual knowledge of the
need for a repair or replacement.
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7. DAMAGES TO PREMISES.
(a) If the Premises shall be partially damaged by fire or other
casualty insured under Landlord's insurance policies, and if Landlord's
lender(s) shall permit insurance proceeds paid as a result thereof to be so
used, then upon receipt of the insurance proceeds, Landlord shall, except as
otherwise provided in this paragraph 7, promptly repair and restore the
Premises (exclusive of improvements made by Tenant which were not included in
the Tenant Improvement Allowance, Tenant's trade fixtures, decorations, signs,
and contents) substantially to the condition thereof immediately prior to such
damage or destruction; limited, however, to the extent of the insurance
proceeds received by Landlord and any deductible amount. If by reason of such
occurrence: (i) the Premises are rendered wholly untenantable; (ii) the
Premises are damaged in whole or in part as a result of a risk which is not
covered by Landlord's insurance policies; (iii) Landlord's lender does not
permit a sufficient amount of the insurance proceeds to be used for restoration
purposes; (iv) the Premises are damaged in whole or in part during the last
year of the Term; or (v) the Building containing the Premises are damaged
(whether or not the Premises are damaged) to an extent of fifty percent (50%)
or more of the fair market value thereof, then Landlord may elect either to
repair the damage as aforesaid, or to cancel this Lease by written notice of
cancellation given to Tenant within forty-five (45) days after the date of such
occurrence, and thereupon this Lease shall terminate. Tenant shall vacate and
surrender the Premises to Landlord within fifteen (15) days after receipt of
Landlord's notice of termination or of Tenant's giving notice of Termination.
In addition, Tenant may also terminate this Lease by written notice given to
Landlord at any time between the one hundred eighty-first (181st) and one
hundred ninety-sixth (196th) days after the occurrence of any such casualty, if
Landlord has failed to restore the damaged portions of the Building (including
the Premises) within one hundred eighty (180) days of such casualty. However,
if Landlord is prevented by Delays (as defined in Section 29), from completing
the restoration within said one hundred eighty (180) day period, and if
Landlord provides Tenant with written notice of the cause for the Delays within
fifteen (15) days after the occurrence thereof, such notice to contain the
reason for the Delays and a good faith estimate of the period of the Delays
caused thereby, then Landlord shall have an additional period beyond said one
hundred eighty (180) days, equal to the Delays in which to restore the damaged
areas of the Building; and Tenant may not elect to terminate this Lease until
said additional period required for completion has expired with the Building
not having been substantially restored. In such case, Tenant's fifteen (15) day
notice of termination period shall begin to run upon the expiration of
Landlord's additional period for restoration set forth in the preceding
sentence. Upon the termination of this Lease as aforesaid, Tenant's liability
for the Rent and other charges reserved hereunder shall cease as of the
effective date of the termination of this Lease, subject, however, to the
provisions for abatement of Rent hereinafter set forth.
(b) Unless this Lease is terminated as aforesaid, this Lease
shall remain in full force and effect, and Tenant shall promptly repair,
restore, or replace Tenant's improvements, trade fixtures, decorations, signs,
and contents in the Premises in a manner and to at least a condition equal to
that existing prior to their damage or destruction, and the proceeds of all
insurance carried by Tenant on said property shall be held in trust by Tenant
for application first to the purposes of such repair, restoration, or
replacement.
(c) If, by reason of such fire or other casualty, the Premises
are rendered wholly untenantable, then the Rent payable by Tenant shall be
fully abated, or if only partially damaged, such Rent and other charges shall
be abated proportionately as to that portion of the Premises rendered
untenantable, in either event (unless the Lease is terminated, as aforesaid)
from the date of such casualty until the Premises have been substantially
repaired and restored, subject only to punchlist items, or until Tenant's
business operations are restored in the entire Premises, whichever shall first
occur. Rent shall not abate to the extent of rent loss or business interruption
insurance proceeds available to pay the Rent. Tenant shall continue the
operation of Tenant's
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business in the Premises or any part thereof not so damaged during any such
period to the extent reasonably practicable from the standpoint of prudent
business management. However, if such damages or other casualty shall be caused
by the negligence or other wrongful conduct of Tenant (but excluding for
purposes of this paragraph Tenant's subtenants licensees, contractors, or
invitees, or their respective agents or employees), there shall be no abatement
of Rent. Except for the abatement of the Rent hereinabove set forth, Tenant
shall not be entitled to, and hereby waives, all claims against Landlord for
any compensation or damage for loss of use of the whole or any part of the
Premises and/or for any inconvenience or annoyance occasioned by any such
damage, destruction, repair, or restoration.
8. ASSIGNMENT AND SUBLEASE.
(a) Tenant may not assign or encumber this Lease or its interest
in the Premises arising under this Lease, or any portion thereof, and may not
sublet any part or all of the Premises without first obtaining the written
consent of Landlord, which consent shall not be unreasonably withheld.
Notwithstanding the foregoing, Landlord hereby consents to a leasehold
mortgage, collateral assignment or similar encumbrance in favor of current
lenders to Tenant, which lenders are those under a credit facility for which
LaSalle Bank National Association is currently the agent, if required under
such credit facility. No assignment of this Lease or sublease of the Premises
shall relieve Tenant of any of its obligations hereunder. Landlord's giving of
its consent under this Section 8 shall not be construed as relieving Tenant or
any assignee, subtenant or occupant from the obligation of obtaining Landlord's
prior written consent if subsequently required under the terms of this Section
8. For the purpose of this Section 8, the word "assignment" shall be defined
and deemed to include the following: (i) if Tenant is a partnership, the
withdrawal or change, whether voluntary, involuntary or by operation of law, of
partners owning thirty percent (30%) or more of the partnership, or the
dissolution of the partnership; (ii) if Tenant consists of more than one
person, an assignment, whether voluntary, involuntary, or by operation of law,
by one person to one of the other persons that is a Tenant; (iii) if Tenant is
a corporation, any dissolution or reorganization of Tenant, or, unless the
Tenant is publicly traded, the sale or other transfer of a controlling
percentage (hereafter defined) of capital stock of Tenant other than to an
affiliate or subsidiary or the sale of fifty-one percent (51%) in value of the
assets of Tenant; (iv) if Tenant is a limited liability company, the change of
members whose governance interests in the company are fifty percent (50%) or
more. The phrase "controlling percentage" means the ownership of, and the right
to vote, stock possessing at least fifty-one percent (51%) of the total
combined voting power of all classes of Tenant's capital stock issued,
outstanding and entitled to vote for the election of directors, or such lesser
percentage as is required to provide actual control over the affairs of the
corporation. Acceptance of Rent by Landlord after any non-permitted assignment
shall not constitute approval thereof by Landlord. Notwithstanding the
foregoing provisions of this Section 8, Tenant may assign or sublease part or
all of the Premises without Landlord's consent to any corporation resulting
from the merger or consolidation with Tenant or to any entity that acquires all
of Tenant's assets as a going concern of the business that is being conducted
on the Premises, as long as the assignee or sublessee has a net worth as least
as great a Tenant's net worth at the time of such assignment, is a bona fide
entity and assumes the obligations of Tenant, and continues the same Permitted
Use as provided under Section 3 hereof. However, Landlord must be given prior
written notice of any such assignment or subletting, and failure to do so shall
be a default hereunder. Landlord will never consent to an assignment or
sublease that might result in a use that conflicts with the rights of an
existing tenant under its lease.
(b) In no event shall this Lease be assignable by operation of
any law, and Tenant's rights hereunder may not become, and shall not be listed
by Tenant as an asset under any bankruptcy,
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insolvency or reorganization proceedings. Tenant is not, may not become, and
shall never represent itself to be an agent of Landlord, and Tenant
acknowledges that Landlord's title is paramount, and that it can do nothing to
affect or impair Landlord's title.
(c) If Landlord consents to any assignment or subletting, Tenant
shall pay all reasonable out-of-pocket costs and expenses incurred by Landlord
in connection with the assignment or sublease transaction, including Landlord's
reasonable attorneys' fees.
(d) If this Lease shall be assigned or the Premises or any
portion thereof sublet by Tenant at a rental that exceeds the rentals to be
paid to Landlord hereunder, attributable to the Premises or portion thereof so
assigned or sublet, then any such excess shall be paid over to Landlord by
Tenant. If Landlord assists Tenant in finding a permissible subtenant, Landlord
shall be paid a fee for such assistance in addition to a fee in an amount
necessary to cover the subtenant's improvements to the Premises or any portion
thereof so assigned or sublet.
9. TENANT'S COMPLIANCE; INSURANCE REQUIREMENTS.
(a) Tenant shall comply with all applicable laws, ordinances and
regulations affecting the Premises, now existing or hereafter adopted,
including the Rules and Regulations.
(b) Throughout the Term, Tenant, at its sole cost and expense,
shall keep or cause to be kept for the mutual benefit of Landlord, Landlord's
managing agent, and Tenant, Commercial General Liability Insurance (1986 ISO
Form or its equivalent) with a combined single limit, each Occurrence and
General Aggregate-per location of at least THREE MILLION DOLLARS ($3,000,000),
which policy shall insure against liability of Tenant, arising out of and in
connection with Tenant's use of the Premises, and which shall insure the
indemnity provisions contained herein. Not more frequently than once every
three (3) years, Landlord may require the limits to be increased if in its
reasonable judgment (or that of its mortgagee) the coverage may be
insufficient. Tenant shall also carry the equivalent of ISO Special Form
Property Insurance on its personal property and fixtures located in the
Premises and any leasehold improvements made to the Premises by Tenant for
their full replacement value and with coinsurance waived, and Tenant shall
neither have, nor make, any claim against Landlord for any loss or damage to
the same, regardless of the cause thereof.
(c) Prior to taking possession of the Premises, and annually
thereafter, Tenant shall deliver to Landlord certificates or other evidence of
insurance satisfactory to Landlord. All such policies shall be non-assessable
and shall contain language to the extent obtainable that: (i) any loss shall be
payable notwithstanding any act or negligence of Landlord or Tenant that might
otherwise result in forfeiture of the insurance, (ii) that the policies are
primary and non-contributing with any insurance that Landlord may carry, and
(iii) that the policies cannot be canceled, non-renewed, or coverage reduced
except after thirty (30) days' prior written notice to Landlord. If Tenant
fails to provide Landlord with such certificates or other evidence of insurance
coverage, Landlord may obtain such coverage and Tenant shall reimburse the cost
thereof on demand.
(d) Anything in this Lease to the contrary notwithstanding,
Landlord hereby releases and waives unto Tenant (including all partners,
stockholders, officers, directors, employees and agents thereof), its
successors and assigns, and Tenant hereby releases and waives unto Landlord
(including all partners, stockholders, officers, directors, employees and
agents thereof), its successors and assigns, all rights to claim damages for
any injury, loss, cost or damage to persons or to the Premises or to other
property or any other casualty, as long as the amount of which
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injury, loss, cost or damage has been paid either to Landlord, Tenant, or any
other person, firm or corporation, under the terms of any property, general
liability, or other policy of insurance, to the extent such releases or waivers
are permitted under applicable law. As respects all policies of insurance
carried or maintained pursuant to this Lease and to the extent permitted under
such policies, Tenant and Landlord each waive the insurance carriers' rights of
subrogation. Subject to the foregoing, Tenant shall indemnify and hold Landlord
harmless from and against any and all claims arising out of (i) Tenant's use of
the Premises or any part thereof, (ii) any activity, work, or other thing done,
permitted or suffered by Tenant in or about the Premises or the Building, or
any part thereof, (iii) any breach or default by Tenant in the performance of
any of its obligations under this Lease, or (iv) any act or negligence of
Tenant, or any officer, agent, employee, contractor, servant, invitee or guest
of Tenant; and in each case from and against any and all damages, losses,
liabilities, lawsuits, costs and expenses (including attorneys' fees at all
tribunal levels) arising in connection with any such claim or claims as
described in (i) through (iv) above, or any action brought thereon.
(e) If such action is brought against Landlord, Tenant upon
notice from Landlord shall defend the same through counsel selected by Tenant's
insurer, or other counsel acceptable to Landlord. Tenant assumes all risk of
damage or loss to its property or injury or death to persons in, on, or about
the Premises, from all causes except those for which the law imposes liability
on Landlord regardless of any attempted waiver thereof, and Tenant hereby
waives such claims in respect thereof against Landlord. The provisions of this
paragraph shall survive the termination of this Lease.
(f) Landlord shall keep the Building, including the improvements,
insured against damage and destruction by perils insured by the equivalent of
ISO Special Form Property Insurance in the amount of the full replacement value
of the Building.
(g) Each party shall keep its personal property and trade
fixtures in the Premises and Building insured with the equivalent of ISO
Special Form Property Insurance in the amount of the full replacement cost of
the property and fixtures. Tenant shall also keep any non-standard improvements
made to the Premises at Tenant's request insured to the same degree as Tenant's
personal property.
(h) Tenant's insurance policies required by this Lease shall: (i)
be issued by insurance companies licensed to do business in the state in which
the Premises are located with a general policyholders rating of at least A and
a financial rating of at least VI in the most current Best's Insurance Reports
available on the Commencement Date, or if the Best's ratings are changed or
discontinued, the parties shall agree to a comparable method of rating
insurance companies; (ii) name the Landlord as an additional insured as its
interest may appear [other landlords may be added as additional insureds in a
blanket policy]; (iii) provide that the insurance not be canceled, non-renewed
or coverage materially reduced unless thirty (30) days advance notice is given
to the Landlord; (iv) be primary policies; (v) provide that any loss shall be
payable notwithstanding any gross negligence of Landlord or Tenant which might
result in a forfeiture thereunder of such insurance or the amount of proceeds
payable; (vi) have no deductible exceeding TEN THOUSAND DOLLARS ($10,000),
unless accepted in writing by Landlord; and (vii) be maintained during the
entire Term and any extension terms.
10. SUBORDINATION; ATTORNMENT; LANDLORD FINANCING.
(a) Tenant agrees that this Lease will be either subordinate or
superior to any mortgage heretofore or hereafter executed by Landlord covering
the Premises, depending on the
-16-
requirements of such mortgagee, provided that if any such mortgage or similar
encumbrance is in effect on the Effective Date, it shall be a condition to
Tenant's obligations under this Lease that Landlord use commercially reasonable
efforts to obtain a non-disturbance agreement from the holders of such
encumbrances, permitting Tenant's enjoyment of its rights and privileges
hereunder so long as Tenant is not in default hereunder beyond the expiration
of any applicable grace or cure period, and in connection therewith, Tenant
will confirm that this Lease is subordinate thereto and that Tenant will attorn
to any successor in title to the Land as a result of exercise of rights under
said instrument of encumbrance. Tenant, within ten (10) days after request to
do so from Landlord or its mortgagee, will execute such agreement making this
Lease superior or subordinate and containing such other agreements and
covenants on Tenant's part as Landlord's mortgagee may request, and will agree
to attorn to said mortgagee provided the mortgagee agrees not to disturb
Tenant's possession hereunder so long as Tenant is not in default of this Lease
beyond expiration of any applicable grace or cure periods. Further, Tenant
agrees to execute within five (5) days after request therefor, and as often as
requested, estoppel certificates confirming any factual matter requested
therein which is true and is within Tenant's knowledge regarding this Lease,
the Premises, or Tenant's use thereof, including, but not limited to date of
occupancy, Expiration Date, the amount of Rent due and date to which Rent is
paid, whether or not Tenant has any defense or offsets to the enforcement of
this Lease or the Rent payable hereunder or knowledge of any default or breach
by Landlord, and that this Lease together with any modifications or amendments
is in full force and effect. Tenant shall attach to such estoppel certificate
copies of all modifications or amendments.
(b) Tenant agrees to give any mortgagee of Landlord which has
provided a non-disturbance agreement to Tenant, notice of, and a reasonable
opportunity (which shall in no event be more than thirty (30) days after
written notice thereof is delivered to mortgagee as herein provided) to cure,
any Landlord default hereunder; and Tenant agrees to accept such cure if
effected by such mortgagee. No termination of this Lease by Tenant shall be
effective until such notice has been given and the cure period has expired
without the default having been cured. Further, Tenant agrees to permit such
mortgagee (or other purchaser at any foreclosure sale), and its successors and
assigns, on acquiring Landlord's interest in the Premises and the Lease, to
become substitute Landlord hereunder, with liability only for such Landlord
obligations as accrue after Landlord's interest is so acquired. Tenant agrees
to attorn to any successor Landlord.
11. SIGNS. Tenant shall be allowed Building standard interior
signage, Building directory and tenant index and a sign at the door to the
Premises. Tenant may not erect, install or display any sign or advertising
material upon the Building exterior, the exterior of the Premises (including
any exterior doors), or the exterior walls thereof, or in any window therein,
without the prior written consent of Landlord.
12. ACCESS TO PREMISES. Landlord shall have the right, at all
reasonable times after at least 24 hours notice (except in the event of
emergency), which notice may be by telephone notwithstanding the requirements
of Section 21 below, either itself or through its authorized agents, to enter
the Premises (i) to make repairs, alterations or changes as Landlord deems
necessary, (ii) to inspect the Premises, and (iii) to show the Premises to
prospective mortgagees and purchasers. Landlord shall have the right, either
itself or through its authorized agents, to enter the Premises at all
reasonable times for inspection or to show prospective tenants if within one
hundred eighty (180) days prior to the Expiration Date as extended by any
exercised option. Tenant, its agents, employees, invitees, and guests, shall
have the right of ingress and egress to common and public areas of the
Building, provided Landlord by reasonable regulation may control such access
for the comfort, convenience, safety and protection of all tenants in the
Building, or as needed for making repairs and alterations. Tenant shall be
responsible for
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providing access to the Premises to its agents, employees, invitees and guests
after hours, but in no event shall Tenant's use of and access to the Premises
after hours compromise the security of the Building. Landlord shall have the
right to enter the Premises at any time in the event of an emergency.
13. DEFAULT.
(a) If Tenant: (i) fails to pay when due any Rent, or any other
sum of money which Tenant is obligated to pay, as provided in this Lease,
within five (5) days of the due date therefor; or (ii) breaches any other
agreement, covenant or obligation herein set forth and such breach shall
continue and not be remedied within thirty (30) days after Landlord shall have
given Tenant written notice specifying the breach, or if such breach cannot,
with due diligence, be cured within said period of thirty (30) days and Tenant
does not within such thirty (30) day period commence and thereafter with
reasonable diligence completely cure the breach within sixty (60) days after
notice; or (iii) files (or has filed against it and not stayed or vacated
within sixty (60) days after filing) any petition or action for relief under
any creditor's law (including bankruptcy, reorganization, or similar action),
either in state or federal court; or (iv) makes any transfer in fraud of
creditors as defined in Section 548 of the United States Bankruptcy Code (11
U.S.C. 548, as amended or replaced), has a receiver appointed for its assets
(and appointment shall not have been stayed or vacated within thirty (30)
days), or makes an assignment for benefit of creditors; then Tenant shall be in
default hereunder, and, in addition to any other lawful right or remedy which
it may have, Landlord at its option may do the following: (i) terminate this
Lease; (ii) repossess the Premises, and with or without terminating, relet the
same at such amount as Landlord deems reasonable; and if the amount for which
the Premises are relet is less than Tenant's Rent and all other obligations of
Tenant to Landlord hereunder, then Tenant shall immediately pay the difference
on demand to Landlord, but if in excess of Tenant's Rent, and all other
obligations of Tenant hereunder, the entire amount obtained from such reletting
shall belong to Landlord, free of any claim of Tenant thereto; (iii) seize and
hold any personal property of Tenant located in the Premises and assert against
the same a lien for monies due Landlord; and\or (iv) without obtaining any
court authorization, lock the Premises and deny Tenant access thereto. All
reasonable expenses of Landlord in repairing, restoring, or altering the
Premises for reletting as general office space, together with leasing fees and
all other expenses in seeking and obtaining a new Tenant, shall be charged to
and be a liability of Tenant. Landlord's reasonable attorneys' fees in pursuing
any of the foregoing remedies, or in collecting any Rent due by Tenant
hereunder, shall be paid by Tenant.
(b) All rights and remedies of Landlord are cumulative, and the
exercise of any one shall not be an election excluding Landlord at any other
time from exercise of a different or inconsistent remedy. No exercise by
Landlord of any right or remedy granted herein shall constitute or effect a
termination of this Lease unless Landlord shall so elect by written notice
delivered to Tenant.
(c) The failure of Landlord to exercise its rights in connection
with this Lease or any breach or violation of any term, or any subsequent
breach of the same or any other term, covenant or condition herein contained
shall not constitute a waiver of such term, covenant or condition or any
subsequent breach of the same or any other covenant or condition herein
contained.
(d) No acceptance by Landlord of a lesser sum than the Base Rent,
administrative charges, Additional Rent and other sums then due shall be deemed
to be other than on account of such payments then due, in such order as
Landlord may determine. Nor shall any endorsement or statement on any check or
any letter accompanying any check or payment be deemed an accord
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and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of such installment or
pursue any other remedy provided in this Lease. In addition, no payments of
money by Tenant to Landlord after the expiration or termination of this Lease
after the giving of any notice by Landlord to Tenant shall reinstate or extend
the Term, or make ineffective any notice given to Tenant prior to the payment
of such money. After the service of notice or the commencement of a suit, or
after final judgment granting Landlord possession of the Premises, Landlord may
receive and collect any sums due under this Lease, and the payment thereof
shall not make ineffective any notice or in any manner affect any pending suit
or any judgment previously obtained.
(e) Tenant further agrees that Landlord may obtain an order for
summary ejectment from any court of competent jurisdiction without prejudice to
Landlord's rights to otherwise collect rents from Tenant.
14. MULTIPLE DEFAULTS.
(a) Tenant acknowledges that any rights or options of first
refusal, or to extend the Term, to expand the size of the Premises, to purchase
the Premises or the Building, or other such or similar rights or options which
have been granted to Tenant under this Lease, or which may be granted by any
separate agreements now existing or hereafter arising, are conditioned upon the
prompt and diligent performance of the terms of this Lease by Tenant.
Accordingly, should Tenant default under this Lease on three (3) or more
occasions during any twelve (12) month period, in addition to all other
remedies available to Landlord, all such rights and options shall
automatically, and without further action on the part of any party, expire and
be deemed canceled and of no further force and effect.
(b) Should Tenant default (beyond expiration of any grace period)
in the payment of Base Rent, Additional Rent, or any other sums payable by
Tenant under this Lease on three (3) or more occasions during any twelve (12)
month period, regardless of whether any such default is cured, then, in
addition to all other remedies otherwise available to Landlord, Tenant shall,
within ten (10) days after demand by Landlord, post a security deposit in, or
increase the existing Security Deposit by, a sum equal to three (3) months'
installments of Base Rent. Any security deposit posted pursuant to the
foregoing sentence shall be governed by Section 20 below.
(c) Should Tenant default under this Lease (beyond expiration of
any grace period) on three (3) or more occasions during any twelve (12) month
period, in addition to all other remedies available to Landlord, any notice
requirements or cure periods otherwise set forth in this Lease with respect to
a default by Tenant shall not apply.
15. PROPERTY OF TENANT. Tenant shall pay, timely, any and all
taxes levied or assessed against or upon Tenant's equipment, fixtures,
furniture, leasehold improvements and personal property located in the
Premises. To secure all rents and other sums of money due hereunder, Tenant
hereby grants Landlord a valid first lien security interest upon all of
Tenant's personal property now owned or hereafter acquired and situated in the
Premises and Tenant shall sign such financing statements evidencing such
security lien interest as Landlord may reasonably request. Landlord may
foreclose on the lien in the manner and form provided by law for foreclosure of
a security interest in personal property. Any statutory lien for Rent is not
waived, the contractual lien herein granted is in addition thereto. Provided
Tenant is not in default hereunder, Tenant may, prior to the Expiration Date,
remove all fixtures and equipment which it has placed in the Premises;
provided, however, Tenant repairs all damages caused by such removal; and
provided further, however, Tenant shall not remove from the Premises any
property
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secured by the security lien interest without Landlord's consent and until all
sums due Landlord from Tenant have been paid and satisfied. If Tenant does not
remove its property from the Premises upon termination (for whatever cause) of
this Lease, such property shall be deemed abandoned by Tenant, and Landlord may
dispose of the same in whatever manner Landlord may elect without any liability
to Tenant.
16. BANKRUPTCY. Landlord and Tenant understand that,
notwithstanding certain provisions to the contrary contained herein, a trustee
or debtor in possession under the United States Bankruptcy Code, as amended,
(the "Code") may have certain rights to assume or assign this Lease. Landlord
and Tenant further understand that, in any event, pursuant to the Code.
Landlord is entitled to adequate assurances of future performance of the
provisions of this Lease. The parties agree that, with respect to any such
assumption or assignment, the term "adequate assurance" shall include at least
the following:
(a) In order to assure Landlord that the proposed assignee will
have the resources with which to pay all Rent payable pursuant to the
provisions of this Lease, any proposed assignee must have, as demonstrated to
Landlord's satisfaction, a net worth (as defined in accordance with generally
accepted accounting principles consistently applied) of not less than the net
worth of Tenant on the Effective Date (as hereinafter defined), increased by
seven percent (7%), compounded annually, for each year from the Effective Date
through the date of the proposed assignment. It is understood and agreed that
the financial condition and resources of Tenant were a material inducement to
Landlord in entering into this Lease.
(b) Any proposed assignee must have been engaged in the conduct
of business for the five (5) years prior to any such proposed assignment, which
business does not violate the Permitted Use allowed under Section 3 above and
such proposed assignee shall continue to engage in the Permitted Use. It is
understood that Landlord's asset will be substantially impaired if the trustee
in bankruptcy or any assignee of this Lease makes any use of the Premises other
than the Permitted Use.
(c) Any proposed assignee of this Lease must assume and agree to
be personally bound by the provisions of this Lease.
17. EMINENT DOMAIN. If all of the Premises, or such part thereof
as will make the Premises unusable for the purposes contemplated by this Lease,
be taken under the power of eminent domain (or a conveyance in lieu thereof),
then this Lease shall terminate as of the date possession is taken by the
condemnor, and Rent shall be adjusted between Landlord and Tenant as of such
date. If only a portion of the Premises are taken and Tenant can continue use
of the remainder, then this Lease will not terminate, but Rent shall abate in a
just and proportionate amount to the loss of use occasioned by the taking.
Landlord shall be entitled to receive and retain the entire award for the
affected portion of the Building. Tenant shall have no right or claim to
advance any claim against Landlord for any part of any award made to or
received by Landlord for any taking and no right or claim for any alleged value
of the unexpired portion of this Lease, or its leasehold estate, or for costs
of removal, relocation, business interruption expense or any other damages
arising out of such taking. Tenant, however, shall not be prevented from making
a claim against the condemning party (but not against Landlord) for any moving
expenses, loss of profits, or taking of Tenant's personal property (other than
its leasehold estate) to which Tenant may be entitled. Any such award shall not
reduce the amount of the award otherwise payable to Landlord, if any.
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18. GENERAL COMPLIANCE.
(a) Tenant, at Tenant's sole expense, shall comply with all laws,
rules, orders, ordinances, directions, regulations and requirements of federal,
state, county and municipal authorities now or in the future in force, which
shall impose any duty upon Landlord or Tenant with respect to the use,
occupation or alteration of the Premises (the "Laws"), without limitation,
Tenant shall use all reasonable efforts to fully comply with The Americans With
Disabilities Act of 1990 (the "ADA"). (Landlord's responsibility for compliance
with ADA shall include the common areas and restrooms of the Building, but not
the Premises.)
(b) If Tenant receives any notices alleging violation of ADA or
any other Laws relating to any portion of the Building or of the Premises; any
written claims or threats regarding non-compliance with ADA or any other Laws
and relating to any portion of the Building or of the Premises; or any
governmental or regulatory actions or investigations instituted or threatened
regarding non-compliance with ADA or any other Laws and relating to any portion
of the Building or of the Premises, then Tenant shall, within ten (10) days
after receipt of such, advise Landlord in writing, and provide Landlord with
copies of any such claim, threat, action or investigation (as applicable).
19. QUIET ENJOYMENT. If Tenant promptly and punctually complies
with each of its obligations hereunder, Tenant shall have and enjoy peacefully
the possession of the Premises during the Term hereof, provided that no action
of Landlord or other tenants working in other space in the Building, or in
repairing or restoring the Premises, shall be deemed a breach of this covenant,
or give to Tenant any right to modify this Lease either as to term, rents
payable or other obligations to be performed.
20. SECURITY DEPOSIT. Tenant shall deposit with Landlord the sum
of $-0-, which sum Landlord shall retain as security for the performance by
Tenant of each of its obligations hereunder (the "Security Deposit"). The
Security Deposit shall not bear interest. If, at any time, Tenant fails to
perform its obligations, then Landlord may, at its option, apply the Security
Deposit, or any portion thereof required to cure Tenant's default; provided,
however, if prior to the Expiration Date or any termination of this Lease,
Landlord depletes the Security Deposit, in whole or in part, then immediately
following such depletion, Tenant shall restore the amount so used by Landlord.
Unless Landlord uses the Security Deposit to cure a default of Tenant, or to
restore the Premises to the condition to which Tenant is required to leave the
Premises upon the Expiration Date or any earlier termination of the Lease, then
Landlord shall, within thirty (30) days after the Expiration Date or any
earlier termination of this Lease, refund to Tenant any funds remaining in the
Security Deposit. Tenant may not credit against or deduct the Security Deposit
from any regular installment of Rent.
21. NOTICES.
(a) All notices, demands and requests which may be given or which
are required to be given by either party to the other must be in writing. All
notices, demands and requests by Landlord or Tenant shall be addressed to the
applicable party at the address set forth in the Lease Summary attached to this
Lease (or to such other address as a party may specify by duly given notice):
(b) Notices, demands or requests which Landlord or Tenant are
required or desire to give the other hereunder shall be deemed to have been
properly given for all purposes if (i) delivered against a written receipt of
delivery, (ii) mailed by express or certified mail of the United States Postal
Service, return receipt requested, postage prepaid, or (iii) delivered to a
nationally
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recognized overnight courier service for next business day delivery, to its
addressee at such party's address as set forth above or (iv) delivered via
facsimile transmission to the facsimile number listed above, provided, however,
that if such communication is given via or facsimile transmission, an original
counterpart of such communication shall be sent concurrently in either the
manner specified in clause (ii) or (iii) above and written confirmation of
receipt of transmission shall be provided. Each notice shall be effective upon
being so given, but the time period in which a response to any notice must be
given or any action taken with respect thereto shall commence to run from the
date of receipt of the notice by the addressee thereof, as evidenced by the
return receipt. Rejection or other refusal by the addressee to accept or the
inability to deliver because of a changed address of which no notice was given
shall be deemed to be the receipt of the notice sent. The parties shall notify
the other of any change in address, which notification must be at least ten
(10) days in advance of it being effective. Notices may be given on behalf of
any party by such party's legal counsel.
22. NON-SMOKING POLICY. Tenant, or Tenant's employees, shall not
be permitted to smoke in the Premises or in the Building, its grounds or common
areas, except in designated areas provided by Landlord. Landlord, at its sole
discretion, reserves the right to periodically move the designated smoking
area.
23. HOLDING OVER. If Tenant shall hold over after the Expiration
Date or other termination of this Lease (the "Holdover Period"), such holding
over shall not be deemed to be a renewal of this Lease but shall be deemed to
create a tenancy-at-sufferance and by such holding over Tenant shall continue
to be bound by all of the terms and conditions of this Lease, except that
during such tenancy- at-sufferance Tenant shall pay to Landlord (i) Rent at the
rate equal to one hundred fifty percent (150%) of that provided for in Section
4 hereof, as such rental amount may have been increased in accordance with the
terms of such Section 4 hereof, and (ii) any and all Operating Expenses and
other forms of Additional Rent payable under this Lease. The increased Rent
during such holding over is intended to compensate Landlord partially for
losses, damages and expenses incurred in connection with Tenant's
tenancy-at-sufferance. Notwithstanding the foregoing, in the event that
Landlord desires that Tenant vacate the Premises at any time during the
Holdover Period, Landlord must give Tenant at least thirty (30) days prior
written notice to vacate the Premises (the "Landlord's Vacating Date"). Tenant
shall then be obligated to vacate the Premises on or before Landlord's Vacating
Date. Notwithstanding the foregoing, in the event that Tenant desires to vacate
the Premises at any time during the Holdover Period, Tenant must give Landlord
at least thirty (30) days prior written notice of its intent to vacate the
Premises ("Tenant's Vacating Date"). Tenant shall be obligated to perform in
accordance with this Section 23 until Landlord's close of business on Tenant's
Vacating Date. In the event Tenant fails to comply with the terms of this
Section 23, Landlord shall be entitled to pursue any and all remedies available
to Landlord at law or in equity, including without limitation, recovery of
damages incurred by Landlord if Landlord loses a prospective tenant because
Tenant fails to vacate the Premises in accordance with this Section 23.
24. BROKER'S COMMISSIONS. Except for Mission Property Company,
Nashville, Tennessee, whom shall be paid by Landlord pursuant to separate
written agreement, each party represents and warrants to the other party that
it has incurred no other claims for brokerage commissions or finder's fees in
connection with this Lease, and each party agrees to indemnify the other party
against and to hold the other party harmless from all liabilities arising from
any such claims, including, but not limited to, attorneys' fees. The provisions
of this paragraph shall survive the termination of this Lease.
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25. ENVIRONMENTAL COMPLIANCE.
(a) Tenant shall not (either with or without negligence) cause or
permit the escape, disposal or release of any biologically active or other
hazardous substances, or materials. Tenant shall not allow the storage or use
of such substances or materials in any manner not sanctioned by law or in
compliance with the highest standards prevailing in the industry for the
storage and use of such substances or materials, nor allow to be brought into
the Building any such materials or substances except to use in the ordinary
course of Tenant's business, and then only after written notice is given to
Landlord of the identity of such substances or materials, except for printing,
copying, cleaning and similar supplies customarily used in office operations so
long as the same are used, stored and disposed of in compliance with applicable
law. Tenant covenants and agrees that the with respect to its activities at the
Premises, its activities and use of the Premises will at all times during
Tenant's use or occupancy thereof be in compliance with all now existing or
hereafter enacted or issued statutes, laws, rules, ordinances, orders, permits
and regulations of all state, federal, local and other governmental and
regulatory authorities, agencies and bodies applicable to the Premises,
pertaining to environmental matters or regulating, prohibiting or otherwise
having to do with asbestos and all other toxic, radioactive, or hazardous
wastes or material including, but not limited to, the Federal Clean Air Act,
the Federal Water Pollution Control Act, and the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as from time to time amended
(all hereafter collectively called "Environmental Laws"). Tenant shall execute
affidavits, representations and the like, from time to time, at Landlord's
request, concerning Tenant's best knowledge and belief regarding the presence
of hazardous substances or materials on the Premises.
(b) Tenant shall hold Landlord free, harmless, and indemnified
from any penalty, fine, claim, demand, liability, cost, or charge whatsoever
which Landlord shall incur, or which Landlord would otherwise incur, by reason
of Tenant's failure to comply with this Section 25 including, but not limited
to: (i) the cost of bringing the Premises into compliance with all
Environmental Laws and into a non-contaminated state, the same condition as
prior to occupancy; (ii) the reasonable cost of all appropriate tests and
examinations of the Premises to confirm that the Premises have been brought
into compliance with all Environmental Laws; and (iii) the reasonable fees and
expenses of Landlord's attorneys, engineers, and consultants incurred by
Landlord in enforcing and confirming compliance with this Section 25.
(c) For the purposes of this Section 25, the Premises shall
include the Land and all improvements thereon; all personal property used in
connection with the Premises (including that owned by Tenant); and the soil,
ground water, and surface water of the Land.
(d) Landlord and its engineers, technicians, and consultants
(collectively the "Auditors") may, from time to time as Landlord deems
appropriate, conduct periodic tests and examinations ("Audits") of the Premises
to confirm and monitor Tenant's compliance with this Section 25. Such Audits
shall be conducted in such a manner as to minimize the interference with
Tenant's Permitted Use; however in all cases, the Audits shall be of such
nature and scope as shall be reasonably required by then existing technology to
confirm Tenant's compliance with this Section 25. Tenant shall fully cooperate
with Landlord and its Auditors in the conduct of such Audits. The cost of such
Audits shall be paid by Landlord unless an Audit shall disclose a material
failure of Tenant to comply with this Section 25, in which case, the cost of
such Audit, and the cost of all subsequent Audits made during the Term and
within thirty (30) days thereafter (not to exceed two (2) such Audits per
calendar year), shall be paid for on demand by Tenant.
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(e) Notwithstanding anything in this Lease to the contrary, the
foregoing covenants and undertakings of Tenant contained in this Section 25
shall not apply to any condition or matter constituting a violation of any
Environmental Laws: (i) which existed prior to the commencement of Tenant's use
or occupancy of the Premises or which arises from biologically active or other
hazardous substances or materials which are first introduced at the Premises
after Tenant is no longer in occupancy; (ii) which was not caused, in whole or
in part, by Tenant or Tenant's agents, employees, officers, partners,
contractors or invitees; or (iii) to the extent such violation is caused by, or
results from the acts or neglects of Landlord or Landlord's agents, employees,
officers, partners, contractors, guests, or invitees.
(f) The covenants contained in this Section 25 shall survive the
expiration or termination of this Lease, and shall continue for so long as
Landlord and its successors and assigns may be subject to any expense,
liability, charge, penalty, or obligation against which Tenant has agreed to
indemnify Landlord under this Section 25.
26. COMMUNICATIONS COMPLIANCE. Tenant acknowledges and agrees
that any and all telephone, computer, cable and other telecommunication
services desired by Tenant shall be ordered and utilized at the sole expense of
Tenant. Unless Landlord otherwise requests or consents in writing, all of
Tenant's telecommunications equipment shall be located and remain solely in the
Premises and the telephone closet(s) on the floor(s) on which the Premises are
located, in accordance with rules and regulations which are applicable to all
tenants of the Building as adopted by Landlord from time to time. Landlord
shall have no responsibility for the maintenance of Tenant's telecommunications
equipment, including wiring; nor for any wiring or other infrastructure to
which Tenant's telecommunications equipment may be connected. Tenant agrees
that, to the extent any such service is interrupted, curtailed or discontinued,
Landlord shall have no obligation or liability with respect thereto, unless
Landlord has caused such interruption, curtailment or discontinuance in
violation of the terms of this Lease. Landlord shall have the right, upon
reasonable prior notice to Tenant, to interrupt or turn off telecommunications
facilities in the event of emergency or as necessary in connection with repairs
to the Building or installation of telecommunications equipment for other
tenants of the Building; provided that, except in event of emergency, Landlord
shall limit such activities to between the hours of 8:00 p.m. and 7:00 a.m. and
shall use commercially reasonable efforts to not unreasonably interfere with
Tenant's business operations at the Premises. In the event that Tenant wishes
at any time to utilize the services of a telephone or telecommunications
provider whose equipment is not then servicing the Building, no such provider
shall be permitted to install its lines or other equipment within the Building
without first securing the prior written approval of the Landlord. Such
approval may be conditioned in such a manner to as to protect Landlord's
financial interests and the interest of the Building, and the other tenants
therein. The refusal of Landlord to grant its approval to any prospective
telecommunications provider shall not be deemed a default or breach by Landlord
of its obligation under this Lease. The provision of this paragraph may be
enforced solely by Tenant and Landlord, are not for the benefit of any other
party, and specifically but without limitation, no telephone or
telecommunications provider shall be deemed a third party beneficiary of this
Lease. Tenant shall not utilize any wireless communications equipment (other
than usual and customary cellular telephones and handheld personal computing
devices such as Blackberry), including antennae and satellite receiver dishes,
within the Premises or the Building, without Landlord's prior written consent.
Such consent may be conditioned in such a manner so as to protect Landlord's
financial interests and the interests of the Building, and the other tenants
therein. At Landlord's option, Tenant may be required to remove any and all
telecommunications equipment (including wireless equipment) installed in the
Premises or elsewhere in or on the Building by or on behalf of Tenant,
including wiring, or other facilities for telecommunications transmittal prior
to the expiration or termination of the Lease Term and at Tenant's sole cost.
-24-
27. PARKING. Tenant shall have access to its pro rata share of
non-reserved parking spaces at the Project at no charge, but in no event less
than 24 parking spaces plus reasonable use of visitor parking. Landlord
represents and warrants that the Building has sufficient parking to comply with
all applicable zoning, subdivision and similar laws, regulations and
ordinances.
28. DELIVERY OF TENANT IMPROVEMENTS FOR THE PREMISES.
(a) Landlord, in consultation with Tenant, shall design and
install the interior finish (the "Tenant Improvements") of the Premises at
Landlord's cost and expense in accordance with the drawings and specifications
which costs shall be included in Tenant Improvements (including, but not
limited to, drawings, specifications, details and manuals for the design and
construction of the Tenant Improvements and color selections for the Tenant
Improvements ) (collectively, the "Tenant Improvement Plans") currently being
prepared by Design Collective Incorporated ("DCI"). Landlord and Tenant agree
that the Premises shall be build out substantially in accordance with the space
plan attached hereto as Exhibit C and that the Tenant Improvements shall
include, at a minimum, the following:
(i) Wood flooring in reception area; vinyl ceramic tile in the
work room and breakroom; 26 ounce solution dyed nylon loop
carpet or equal in all other areas;
(ii) Vinyl wallcovering in entry area and conference room. All
other wall painted using Porter Silken Touch paint;
(iii) 2 x 2 profile edge ceiling tile;
(iv) Standard cabinetry and work surfaces in breakroom and work
area;
(v) Dishwasher, bar sink and ice maker outlet in breakroom.
Promptly after the Effective Date, Landlord and Tenant will meet with DCI and
work diligently and expediently to complete the Tenant Improvement Plans. At
such time as Landlord and Tenant agree on the final Tenant Improvement Plans,
they will acknowledge such agreement in writing and the agreed to Tenant
Improvements shall serve as the plans and specifications pursuant to which the
Tenant Improvements will be constructed. If Landlord and Tenant have not agreed
on the Tenant Improvement Plans on or before August ___, 2001, then either
party may terminate this Lease without further obligation or liability to the
other party. Landlord shall obtain at least two (2) bids for the work and
materials for completion of the final Tenant Improvement Plans, one of which
bids must be obtained from Harvest Construction (address to be provided by
Tenant). If the bid amounts are less than the maximum Tenant Improvement
Allowance (as defined below), Tenant may modify or adjust the Tenant
Improvement Plans to upgrade or modify the same to expend up to the maximum
Tenant Improvement Allowance.
(b) Landlord shall, at its expense, build out the Tenant
Improvements for the Premises in accordance with the Tenant Improvement Plans
as agreed to pursuant to Section 28(a). Landlord shall expend up to $28.00 per
rentable square foot of the Premises (the "Tenant Improvement Allowance") for
the Tenant Improvements; Tenant shall pay for all amounts in excess of the
maximum Tenant Improvement Allowance. Landlord shall commence construction of
the Tenant Improvements in accordance with the Tenant Improvement Plans as soon
as the base Building has been completed to the point at which the Building
contractor is ready for the
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Tenant Improvements to be commenced and shall deliver the Premises with the
Tenant Improvements in place on or before the Commencement Date. Landlord is
responsible for applying for and obtaining issuance of all applicable
certificates of occupancy or similar evidence that the Premises are in
compliance with all applicable laws, ordinances and regulations with respect to
completion and occupancy of the Building and the Premises.
29. DELIVERY DATE OF PREMISES.
(a) In the event a certificate of occupancy has not been issued
for the Premises by October 1, 2001 for any reason other than a Delay (as
hereinafter defined), then the Commencement Date shall be extended to the first
day of the calendar month following the date such certificate of occupancy is
issued.
(b) As used in this Lease, the term "Delay" means any delay
caused directly or indirectly by either (i) Tenant or any employee, agent or
contractor of Tenant, or (ii) labor disputes, acts of God, unusual delay in
deliveries, governmental restrictions, litigation, enemy action, civil
commotion, fire or other causes beyond Landlord's reasonable control.
30. MISCELLANEOUS.
(a) Headings of sections are for convenience only and shall not
be considered in construing the meaning of the contents of such section.
(b) The invalidity of any portion of this Lease shall not have
any effect on the balance hereof, which shall remain in full force and effect.
(c) Should Landlord retain legal assistance to enforce any of its
rights under this Lease, or should Landlord institute any legal proceedings
against Tenant for breach of any provision herein contained, Tenant shall be
liable for the costs and expenses of Landlord, including its reasonable
attorneys' fees actually incurred at standard hourly rates charged by
Landlord's counsel (at all tribunal levels).
(d) Subject to the restrictions on assignment set forth herein,
this Lease shall be binding upon the respective parties hereto, and upon their
heirs, executors, successors and assigns.
(e) This Lease supersedes and cancels all prior negotiations
between the parties, and no changes shall be effective unless in writing signed
by both parties. Tenant acknowledges and agrees that it has not relied upon any
statements, representations, agreements or warranties except those expressed in
this Lease, and that this Lease contains the entire agreement of the parties
hereto with respect to the subject matter hereof.
(f) Landlord may sell the Premises or the Building without
affecting the obligations or rights of Tenant hereunder. Upon the sale of the
Premises or the Building, Landlord shall be relieved of all responsibility for
the Premises accruing after the date of sale, and shall be released from any
liability thereafter accruing under this Lease. If any Security Deposit or
prepaid Rent has been paid by Tenant, Landlord shall transfer the Security
Deposit or prepaid Rent to Landlord's successor and upon such transfer,
Landlord shall be released from any liability for return of the Security
Deposit or prepaid Rent.
(g) This Lease may not be recorded without both parties' prior
written consent, but each party agrees on request of the other to execute a
memorandum hereof for recording purposes.
-26-
(h) The singular shall include the plural, and the masculine,
feminine or neuter includes the other.
(i) If Landlord, or its employees, officers, directors,
stockholders or partners are ordered to pay Tenant a money judgment because of
Landlord's default under this Lease, said money judgment may only be enforced
against and satisfied out of: (i) Landlord's interest in the Land and in the
Building in which the Premises are located including the rental income and
proceeds from sale; and (ii) any insurance or condemnation proceeds received
because of damage or condemnation to, or of, the Building that are available
for use by Landlord. No other assets of Landlord or said other parties
exculpated by the preceding sentence shall be liable for, or subject to, any
such money judgment.
(j) This Lease shall be interpreted and enforced in accordance
with the laws of the State of Tennessee.
(k) If requested by Landlord, Tenant shall furnish appropriate
legal documentation evidencing the valid existence in good standing of Tenant,
and the authority of any person signing this Lease to act for the Tenant. If
Tenant signs as a corporation, Tenant does hereby covenant and warrant that
Tenant is a duly authorized and existing corporation, that Tenant has and is
qualified to do business in the State of Tennessee, that the corporation has a
full right and authority to enter into this Lease and that each of the persons
signing on behalf of the corporation is authorized to do so.
(l) The submission of this Lease to Tenant for review does not
constitute a reservation of or option for the Premises, and this Lease shall
become effective as a contract only upon the execution and delivery by both
Landlord and Tenant.
(m) The date of execution shall be entered on the top of the
first page of this Lease by Landlord, and shall be the date on which the last
party signed the Lease, or as otherwise may be specifically agreed by both
parties. The date which is the final day of ratification by all parties to this
Lease, as set forth below as the "Effective Date", shall be the date for use
throughout this Lease as the "Effective Date".
(n) This Lease may be executed in any number of counterparts and
any party hereto may execute any counterpart, each of which, taken together,
will be deemed to be but one and the same document.
(o) A "Business day" hereunder shall be all days of the week
except for Saturdays, Sundays, federal holidays, and legal bank holidays in the
State of Tennessee.
(signatures begin on next page)
-27-
(Signature Page to Lease of space at LBMC Financial Center, 5250 Virginia Way,
Maryland Farms Office Park, Brentwood, Tennessee)
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease in
three (3) originals, all as of the day and year first above written.
Effective Date of the Lease: August 24, 2001
LANDLORD:
PARK CENTER PARTNERSHIP II,
a Tennessee general partnership
By: /s/ John W. Stone, III
----------------------------------------
Title: Assistant Managing Partner
-------------------------------------
Date: August 24, 2001
TENANT:
INTEGRITY INCORPORATED,
a Delaware corporation
By: /s/ Byron D. Williamson
----------------------------------------
Name: Byron D. Williamson
Title: President and Chief Executive
Officer/Publishing Division
Date: August 24, 2001
-28-
EXHIBIT A
LEASED PREMISES
EXHIBIT A
[PARK CENTER II
FIRST FLOOR
(PREMISES)]
EXHIBIT B
REAL PROPERTY DESCRIPTION
Land in Williamson County, Tennessee, being that certain tract of land
containing 10.051 acres, more or less, adjoining Virginia Way to the
south, Winners Circle South to the west and Westwood Place to the
east, and depicted on the "FINAL PLAT RESUBDIVISION OF LOTS 8 AND 9 ON
THE REVISION OF MARYLAND FARMS SOUTH AND LOT 5 OF MARYLAND FARMS, NEW
ALPHABET SUBDIVISION" recorded in Plat Book _____, page _____,
Register's Office for Williamson County, Tennessee, to which plat
reference is hereby made for a more complete description of said
tract.
EXHIBIT B
REAL PROPERTY DESCRIPTION
A tract of land in the Fifteenth Civil District of Williamson County, in the
City of Brentwood, Tennessee that is a part of the legal lot on the final plat
"Resubdivision of Lots 8 and 9 on the revision of Maryland Farms South and Lot 5
of Maryland Farms, New Alphabet Subdivision" of record in Plat Book 30, Page 38,
Register's Office for Williamson County (R.O.W.C.), Tennessee, said parcel being
more particularly described as follows:
Beginning at an iron rod (old) in the northerly terminus of the northeasterly
return curve at the intersection of Virginia Way (right of way varies) and
Winners Circle South (right of way varies); thence,
1. With the easterly right of way margin of Winners Circle South, North
18 degrees 18 minutes 15 seconds East, 45.00 feet to an iron rod (old);
thence,
2. With a 465,000-foot radius non-tangent curve concave to the west on
arc length of 178.88 feet, an interior angle of 22 degrees 02 minutes
28 seconds and a chord bearing and distance of North 07 degrees 17
minutes 02 seconds East, 177.78 feet to an iron rod (old); thence,
3. North 03 degrees 44 minutes 12 seconds West, 308.71 feet; thence,
4. Leaving the easterly right of way margin of Winners Circle South with
new lines severing said legal lot of record in Plat Book 30, Page 38,
R.O.W.C., Tennessee, North 86 degrees 15 minutes 58 seconds East,
249.00 feet; thence,
5. South 03 degrees 44 minutes 12 seconds East, 29.97 feet; thence,
6. In an easterly direction with a 349.68-foot radius curve concave to
the south an arc length of 29.72 feet, an interior angle of 04 degrees
52 minutes 12 seconds and a chord bearing and distance of North 81
degrees 11 minutes 59 seconds East, 29.71 feet; thence,
7. South 06 degrees 06 minutes 45 seconds East, 139.14 feet; thence,
8. In a westerly and southwesterly direction with a 212.00-foot radius
curve concave to the southeast an arc length of 126.23 feet, an
interior angle of 34 degrees 06 minutes 58 seconds and a chord bearing
and distance of South 66 degrees 22 minutes 12 seconds West, 124.38
feet; thence,
9. South 43 degrees 17 minutes 55 seconds East, 524.95 feet; thence,
10. South 85 degrees 25 minutes 23 seconds East, 81.69 feet to the
westerly right of way margin of Westwood Place (50-foot right of way);
thence,
11. With the westerly margin of Westwood Place, South 04 degrees 33
minutes 13 seconds West, 50.00 feet to an iron rod (old) in the
northerly terminus of the northwesterly return curve at the
intersection of said Westwood Place and Virginia Way; thence,
12. With a 30.00-foot radius non-tangent curve concave to the northwest an
arc length of 47.16 feet, an interior angle of 90 degrees 03 minutes
40 seconds and a chord bearing and distance of South 49 degrees 35
minutes 59 seconds West, 42.45 feet to an iron rod (old) in the
northerly right of way margin of said Virginia Way; thence,
13. With said northerly right of way margin, a non-tangent line, North 85
degrees 25 minutes 23 seconds West, 322.90 feet to an iron rod (old);
thence,
14. With a 449.28-foot radius non-tangent curve concave to the north an
arc length of 108.09 feet, an interior angle of 13 degrees 47 minutes
04 seconds and a chord bearing and distance of North 76 degrees 06
minutes 14 seconds West, 107.83 feet to an iron rod (old); thence,
15. With a non-tangent line, North 71 degrees 41 minutes 45 seconds West,
168.44 feet to an iron rod (old) in the easterly terminus of the
northeasterly return curve at the intersection of Virginia Way and
Winners Circle South; thence,
16. With a 25.00-foot radius non-tangent curve concave to the northeast an
arc length of 39.28 feet, an interior angle of 90 degrees 00 minutes
54 seconds and a chord bearing and distance of North 26 degrees 41
minutes 45 seconds West, 35.36 feet to the Point of beginning and
containing 219,147 square feet or 5.031 acres, more or less, as
calculated by the above courses and distances.
2
EXHIBIT C
SITE PLAN
EXHIBIT C
[PARK CENTER]
EXHIBIT D
LEASE COMMENCEMENT AGREEMENT
Lease dated August ___, 2001 ("Lease") between Park Center Partnership
II ("Landlord") and Integrity Incorporated ("Tenant").
Pursuant to the provisions of the Lease, Landlord and Tenant hereby,
agree as follows:
(1) The initial term of the Lease commenced on _________________
and shall terminate on September 30, 2004 unless sooner
terminated or extended as therein provided.
(2) Rent commences on ______________, 2002.
(3) To the best of their knowledge, Landlord and Tenant agree
that, as of and through the date hereof, the parties have
fully complied with and performed each and every of their
respective obligations as set forth in the Lease.
IN WITNESS WHEREOF, the parties have executed and delivered this
supplement to the Lease as of dates below.
LANDLORD:
PARK CENTER PARTNERSHIP II,
a Tennessee general partnership
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
Date:
-----------------------------
TENANT:
INTEGRITY INCORPORATED, a
Delaware corporation
By:
-------------------------------
Name: Byron D. Williamson
Title: President and
Chief Executive
Officer/Publishing Division
Date:
-----------------------------
EXHIBIT E
RULES AND REGULATIONS
1. ACCESS TO BUILDING. On Saturdays, Sundays, legal holidays and weekdays
between the hours of 6:00 P.M. and 8:00 A.M., access to the Building
and/or to the halls, corridors, elevators or stairways in the Building
may be restricted and access shall be gained by use of a key or
electronic card to the outside doors of the Building. Landlord may
from time to time establish security controls for the purpose of
regulating access to the Building. Tenant shall be responsible for
providing access to the Premises for its agents, employees, invitees
and guests at times access is restricted, and shall comply with all
such security regulations so established.
2. PROTECTING PREMISES. The last employee of Tenant to leave the Premises
shall close and securely lock all doors or other means of entry to the
Premises and shut off all utilities in the Premises.
3. BUILDING DIRECTORIES. The directories for the Building in the form
selected by Landlord shall be used exclusively for the display of the
name and location of tenants. Any additional names and/or name change
requested by Tenant to be displayed in the directories must be
approved by Landlord and, if approved, will be provided at the sole
expense of Tenant.
4. LARGE ARTICLES. Furniture, freight and other large or heavy articles
may be brought into the Building only at times and in the manner
designated by Landlord and always at Tenant's sole responsibility. All
damage done to the Building, its furnishings, fixtures or equipment by
moving or maintaining such furniture, freight or articles shall be
repaired at Tenant's expense.
5. SIGNS. Tenant shall not paint, display, inscribe, maintain or affix
any sign, placard, picture, advertisement, name, notice, lettering or
direction on any part of the outside or inside of the Building, or on
any part of the inside of the Premises which can be seen from the
outside of the Premises, without the written consent of Landlord, and
then only such name or names or matter and in such color, size, style,
character and material as shall be first approved by Landlord in
writing. Landlord, without notice to Tenant, reserves the right to
remove, at Tenant's expense, all matter other than that provided for
above.
6. COMPLIANCE WITH LAWS. Tenant shall comply with all applicable laws,
ordinances, governmental orders or regulations and applicable orders
or directions from any public office or body having jurisdiction,
whether now existing or hereinafter enacted with respect to the
Premises and the use or occupancy thereof. Tenant shall not make or
permit any use of the Premises which directly or indirectly is
forbidden by law, ordinance, governmental regulations or order or
direction of applicable public authority, which may be dangerous to
persons or property or which may constitute a nuisance to other
tenants.
7. HAZARDOUS MATERIALS. Tenant shall not use or permit to be brought into
the Premises or the Building any flammable oils or fluids, or any
explosive or other articles deemed hazardous to persons or property,
or do or permit to be done any act or thing which will invalidate, or
which, if brought in, would be in conflict with any insurance policy
covering the Building or its operation, or the Premises, or any part
of either, and will not do or permit to be done anything in or upon
the Premises, or bring or keep anything therein, which shall not
comply with all rules, orders, regulations or requirements of any
organization, bureau, department or
body having jurisdiction with respect thereto (and Tenant shall at all
times comply with all such rules, orders, regulations or
requirements), or which shall increase the rate of insurance on the
Building, its appurtenances, contents or operation.
8. DEFACING PREMISES AND OVERLOADING. Tenant shall not place anything or
allow anything to be placed in the Premises near the glass of any
door, partition, wall or window that may be unsightly from outside the
Premises. Tenant shall not place or permit to be placed any article of
any kind on any window ledge or on the exterior walls; blinds, shades,
awnings or other forms of inside or outside window ventilators or
similar devices shall not be placed in or about the outside windows in
the Premises except to the extent that the character, shape, color,
material and make thereof is approved by Landlord. Tenant shall not do
any painting or decorating in the Premises or install any floor
coverings in the Premises or make, paint, cut or drill into, or in any
way deface any part of the Premises or Building without in each
instance obtaining the prior written consent of Landlord. Tenant shall
not overload any floor or part thereof in the Premises, or any
facility in the Building or any public corridors or elevators therein
by bringing in or removing any large or heavy articles and Landlord
may direct and control the location of safes, files, and all other
heavy articles and, if considered necessary by Landlord may require
Tenant at its expense to supply whatever supplementary supports
necessary to properly distribute the weight.
9. OBSTRUCTION OF PUBLIC AREAS. Tenant shall not, whether temporarily,
accidentally or otherwise, allow anything to remain in, place or store
anything in, or obstruct in any way, any sidewalk, court, hall,
passageway, entrance, or shipping area. Tenant shall lend its full
cooperation to keep such areas free from all obstruction and in a
clean and sightly condition, and move all supplies, furniture and
equipment as soon as received directly to the Premises, and shall move
all such items and waste (other than waste customarily removed by
Building employees) that are at any time being taken from the Premises
directly to the areas designated for disposal. All courts,
passageways, entrances, exits, elevators, escalators, stairways,
corridors, halls and roofs are not for the use of the general public
and Landlord shall in all cases retain the right to control and
prevent access thereto by all persons whose presence, in the judgment
of Landlord, shall be prejudicial to the safety, character, reputation
and interest of the Building and its tenants; provided, however, that
nothing herein contained shall be construed to prevent such access to
persons with whom Tenant deals within the normal course of Tenant's
business so long as such persons are not engaged in illegal
activities.
10. ADDITIONAL LOCKS. Tenant shall not attach, or permit to be attached,
additional locks or similar devices to any door or window, change
existing locks or the mechanism thereof, or make or permit to be made
any keys for any door other than those provided by Landlord. Upon
termination of this Lease or of Tenant's possession, Tenant shall
immediately surrender all keys to the Premises.
11. COMMUNICATIONS OR UTILITY CONNECTIONS. If Tenant desires signal, alarm
or other utility or similar service connections installed or changed,
then Tenant shall not install or change the same without the approval
of Landlord, and then only under direction of Landlord and at Tenant's
expense. Tenant shall not install in the Premises any equipment which
requires a greater than normal amount of electrical current for the
permitted use without the advance written consent of Landlord. Tenant
shall ascertain from Landlord the maximum amount of load or demand for
or use of electrical current which can safely be permitted in the
Premises, taking into account the capacity of the electric wiring in
the Building and the Premises and the needs of other tenants in the
Building, and shall not in any event connect a greater load than that
which is safe.
-2-
12. OFFICE OF THE BUILDING. Service requirements of Tenant will be
attended to only upon application at the office of the property
manager designated by Landlord from time to time. Employees of
Landlord shall not perform, and Tenant shall not engage them to do any
work outside of their duties unless specifically authorized by
Landlord.
13. RESTROOMS. The restrooms, toilets, urinals, vanities and the other
apparatus shall not be used for any purpose other than that for which
they were constructed, and no foreign substance of any kind whatsoever
shall be thrown therein. The expense of any breakage, stoppage or
damage resulting from the violation of this rule shall be borne by the
Tenant whom, or whose employees or invitees, shall have caused it.
14. INTOXICATION. Landlord reserves the right to exclude or expel from the
Building any person who, in the judgment of Landlord, is intoxicated,
or under the influence of liquor or drugs, or who in any way violates
any of the Rules and Regulations of the Building.
15. NUISANCES AND CERTAIN OTHER PROHIBITED USES. Tenant shall not (a)
install or operate any internal combustion engine, boiler, machinery,
heating or air conditioning apparatus in or about the Premises; (b)
engage in any mechanical business, or in any service in or about the
Premises or Building, except those ordinarily embraced within the
Permitted Use as specified in Section 3 of the Lease; (c) use the
Premises for housing, lodging, or sleeping purposes; (d) prepare or
warm food in the Premises or permit food to be brought into the
Premises for consumption therein (heating coffee and individual
lunches of employees excepted) except by express permission of
Landlord; (e) place any radio or television antennae on the roof or on
or in any part of the inside or outside of the Building other than the
inside of the Premises, or place a musical or sound producing
instrument or device inside or outside the Premises which may be heard
outside the Premises; (f) use any power source for the operation of
any equipment or device other than dry cell batteries or electricity;
(g) operate any electrical device from which may emanate waves that
could interfere with or impair radio or television broadcasting or
reception from or in the Building or elsewhere; (h) bring or permit to
be in the Building any bicycle, other vehicle, dog (except in the
company of a blind person), other animal or bird; (i) make or permit
any objectionable noise or odor to emanate from the Premises; (j)
disturb, harass, solicit or canvass any occupant of the Building; (k)
do anything in or about the Premises which could be a nuisance or tend
to injure the reputation of the Building; (i) allow any firearms in
the Building or the Premises except as approved by Landlord in
writing.
16. SOLICITATION. Tenant shall not canvass other tenants in the Building
to solicit business or contributions and shall not exhibit, sell or
offer to sell, use, rent or exchange any products or services in or
from the Premises unless ordinarily embraced within the Tenant's
Permitted Use as specified in Section 3 of the Lease.
17. ENERGY CONSERVATION. Tenant shall not waste electricity, water, heat
or air conditioning and agrees to cooperate fully with Landlord to
insure the most effective operation of the Building's heating and air
conditioning, and shall not allow the adjustment (except by Landlord's
authorized Building personnel) of any controls.
18. BUILDING SECURITY. At all times other than normal business hours the
exterior Building doors and suite entry door(s) must be kept locked to
assist in security. The janitorial service, upon completion of its
duties, will lock all Building doors. Problems in Building and suite
security should be directed to the Building manager.
-3-
19. PARKING. Parking is in designated parking areas only. There may be no
vehicles in "no parking" zones or at curbs. Handicapped spaces are for
handicapped persons and the Police Department will ticket unauthorized
(unidentified) cars in handicapped spaces. Landlord reserves the right
to remove vehicles that do not comply with the Lease or these Rules
and Regulations and Tenant shall indemnify and hold harmless Landlord
from its reasonable exercise of these rights with respect to the
vehicles of Tenant and its employees, agents and invitees.
20. JANITORIAL SERVICE. The janitorial staff will remove all trash from
trash cans. Any container or boxes left in hallways or apparently
discarded unless clearly and conspicuously labeled DO NOT REMOVE may
be removed without liability to Tenant. Any large volume of trash
resulting from delivery of furniture, equipment, etc., should be
removed by the delivery company, Tenant, or Landlord at Tenant's
expense. Janitorial service will be provided after hours five (5) days
a week. All requests for trash removal other than normal janitorial
services should be directed to the Building manager.
21. CONSTRUCTION. Tenant shall make no structural or interior alterations
of the Premises. All structural and nonstructural alterations and
modifications to the Premises shall be coordinated through Landlord as
outlined in the Lease. Completed construction drawings of the
requested changes are to be submitted to Landlord or its designated
agent for pricing and construction supervision.
-4-
EXHIBIT F
EXPANSION PREMISES SKETCH
EXHIBIT F
[PARK CENTER II
FIRST FLOOR
EXPANSION PREMISES]